UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K







(Mark
      One)þ
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2009o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934




For the
transition period from _______ to __________





Commission
File Number: 000-52618




SOUTHERN TRUST
      SECURITIES HOLDING CORP.(Exact name of
      registrant as specified in its charter)




Florida
            
            651001593(State or other
      jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employee
              Identification
      Number)





145 Almeria Ave., Coral Gables,
Florida 33134


(Address
of principal executive offices)





Registrant’s
telephone number, including area code: (305)
446-4800





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act: Common Stock





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act  o
Yes    þ   No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. o
Yes    þ   No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. þ
Yes    o  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein
and will not be contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K. þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “larger accelerated filer,
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):





o           Large
accelerated filer


o           Accelerated
Filer


o           Non-accelerated
filer


þ          Smaller
reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  o
Yes    þ   No





The
aggregate market value of the 2,785,980 shares of voting common stock of the
registrant held by non-affiliates computed as of June 30, 2009, on which date
the price of the registrant’s common stock was $0.55 per share, was
$1,532,289.





The
registrant had 14,333,378 shares of common stock issued and outstanding on April
15, 2010, excluding 3,375,000 unvested shares of common stock.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions
of the definitive Information Statement containing a written consent in lieu of
the registrants’ Annual Meeting of Shareholders for 2010 have been incorporated
by reference into Part III of this Annual Report on
Form 10-K.














Table
of Contents





PART
    IItem 1.
              Business
              
              
              1Item 1A.
              Risk
    Factors
              
              
              8Item 1B.
              Unresolved Staff
      Comments
              
              
              8Item 2.
              Properties
              
              
              8Item 3.
              Legal
      Proceedings
              
              
              8Item 4.
              Submission of
      Matters to a Vote of Security Holders
              
              
              10PART IIItem 5.
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
              
              
              11Item 6.
              Selected Financial
      Data
              
              
              13Item 7.
              Management’s
      Discussion and Analysis of Financial Conditionand
      Results of Operation
              
              
              13Item 7A.
              Quantitative and
      Qualitative Disclosures About Market Risk
              
              
              22Item 8.
              Financial Statements
      and Supplementary Data
              
              
              23Item 9.
              Changes
      in and Disagreements With Accountants on Accountingand
      Financial Disclosure.
              
              
              24Item 9A.
              Controls and
      Procedures
              
              
              24Item 9B.
              Other
      Information
              
              
              25PART
      IIIItem 10.
              Directors,
      Executive Officers and Corporate
    Governance
              
              
              25Item 11.
              Executive
      Compensation
              
              
              25Item 12.
              Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters
              
              
              25Item 13.
              Certain
      Relationships and Related Transactionsand
      Director Independence
              
              
              25Item 14.
              Principal Accounting
      Fees and
Services
              
              
              25PART IVItem 15.
              Exhibits, Financial
      Statement
      Schedules
              
              
              26









Introductory
Note:
  PART
I
 
 ITEM
1. BUSINESS
 
 Overview
 
 Southern Trust Securities Holding Corp.
(referred to herein as “we” the “Company”, or the
“Registrant”) is the holding company for Southern Trust Securities, Inc.
(formerly named “Capital Investment Services, Inc.” or “CIS”), a registered
broker-dealer and investment banking firm, which we will refer to herein as
“STS”.  Our principal executive offices are located in Coral Gables,
Florida. Our principal business is the business of STS.
  Through our subsidiary, Southern Trust
Securities Asset Management, Inc. (“STSAM”), an investment advisor registered
with the State of Florida (formerly named “CIS Asset Management, Inc.” or
“CISAM”) we also provide asset management services.
 
 Through our subsidiary Southern Trust
Metals, Inc. ("STM"), which was formed in the fourth quarter of 2009, we trade
precious metals such as gold, silver, platinum and palladium.  STM is
separately managed and works directly with its own clients looking to generate
new business through innovative trading of primarily gold, silver, platinum and
palladium.
 
 As a broker-dealer and investment
adviser, we offer our clients:
 
 ·
                  access
      to all major domestic and international securities and options
      exchanges;
 ·
                  trading
      in fixed income products, corporate, government, agencies, municipals, and
      emerging market debt;
 ·
                  fixed
      and variable annuities and life
insurance;
 ·
                  hundreds
      of domestic and international mutual
funds;
 ·
                  management
      of retirement plans such as IRAs, 401ks, 403Bs, SEP IRAs, and other
      popular plans;
 ·
                  portfolio
      management for individuals, pension funds, retirement plans, foundations,
      trusts and corporations; and
 ·
                  corporate
      services facilitating restricted stock dispositions and stock option
      exercises.
 
 We also offer offshore services
enabling client access to foreign trusts and corporations by providing
administrative services and referrals to foreign filing specialists and
attorneys to enable clients to establish offshore accounts and entities, from
time to time.  Income derived from these services has been immaterial
to our consolidated business; the services are provided primarily as an
accommodation to our clients.
 
 1
 
 We also
offer investment banking services. We provide traditional as well as innovative
securities transaction structures.  Our focus is on merger and
acquisition advisory services, private placements convertible into
publicly-traded shares and private placements bridging to public offerings
through reverse mergers into publicly-traded shell corporations.
  STS is headquartered in Coral Gables,
Florida due to that city’s importance as a regional financial center attracting
investors from throughout the United States, Latin America, and Europe. STS also
has offices in Madrid, Spain and Geneva, Switzerland, which enable us to better
serve our international clients and to more readily access the financial markets
in Europe.  Almost all of our employees and agents are fluent in both
English and Spanish and this fact is extremely important to our competitive
ability to grow our business by engaging in transactions with investors and
companies in South Florida, Latin America and Spain, among other
locations.  We also have relationships with approximately 9 foreign
associates who provide market access for our clients in the following
countries:  Argentina, Brazil, Columbia, Mexico, Spain, Switzerland
and Venezuela.
 
 During the third quarter of 2007, we
opened a branch office in Northern Virginia.  This office was closed
during the fourth quarter of 2009 as we ceased to do business with the
registered representative who operated out of this office.
 
 During
July 2008, we opened several offices in Spain under a partnership agreement
between us and the Swiss Financial Group, International Private Wealth
Management, SA (“IPWM, SA”). A new company, IPWM, España S.A. ("IPWM Spain") was
formed for this purpose and it is owned 50% by us and 50% by IPWM, SA. IPWM
Spain was established to capitalize on the growing wealth management and private
banking market in Spain. The company will focus on developing the retail
banking, corporate banking, private wealth management and brokerage businesses.
The offices are located in Barcelona, San Sebastian and Marbella. IPWM had
limited operations during 2009 and 2008.
 
 During
the first quarter of 2007, we entered into an agreement to work in concert with
two Argentine companies, Inversora Castellanos, S.A. (“ICSA”), a company
comprised of executives from SanCor, the largest dairy cooperative in Argentina,
and Administración de Carteras S.A. (“ACSA”), whereas we purchased a controlling
interest in AR Growth. The common stock of AR Growth trades on the Pink Sheets
under the symbol “ARGW.PK”. We, together with ICSA and ACSA, intended to
implement an acquisition plan to acquire finance related companies in Argentina
through AR Growth.
 
 As of
December 31, 2008, we had 2.5 million shares of the Series A 8%
convertible preferred stock (“Series A ARGW”) of AR Growth, which we
purchased $1 million in 2007 and an additional $1.5 million during the
first quarter of 2008.
 
 2
 
 During
October 2008, the Argentinean government proposed a law to nationalize
approximately $26 billion in private pensions, stating that the current pension
system had failed. In December 2008, the government’s proposed law was passed
and the government took control of the country’s pension assets. While
ProBenefit still has the insurance, annuity and consumer credit card businesses,
the takeover of the pension business had a detrimental effect on ProBenefit’s
operations and earnings. We have determined that the business of ProBenefit, AR
Growth’s primary operating entity, has been adversely affected by recent law
changes in Argentina.
 
 Accordingly,
we decided to restructure our prior transactions concerning ARGW.In
August 2009, we exchanged our $2.5 million Preferred Stock investment in ARGW
for a 22% common stock interest in Nexo Emprendimientos S.A. ("Nexo"). Nexo is a
fast growing consumer credit card company based in Sunchales, Argentina. We,
ARGW and ProBenefit will be the major shareholders of Nexo. As part of the terms
of the restructuring, ProBenefit has given us a put option on the shares of Nexo
we own. We have the ability to have ProBenefit buy back our stock of Nexo with
interest of 8% starting over a two and a half year period beginning in September
of 2012 should we choose to exercise the put option.
 
 History
 
 We were
incorporated on January 14, 1998, in the State of Florida under the name
“February Project III”.  Subsequently we changed our name to “Atlantis
Ideas Corp.”  In March 2006, we effectuated a reverse merger with
Southern Trust Securities Holding Corp. (“Target”), in which we survived owning
the operations of the Target and we subsequently changed our name to “Southern
Trust Securities Holding Corp.”  Prior to the acquisition of the
Target, we did not have any material business operations.
 
 The
Target was formed as a Florida corporation on January 25, 2000. It was the
holding company for STS, which was organized as a Florida corporation on June
10, 1999.  By way of a share exchange, in 2004, the Target and STS
exchanged shares so that STS became the wholly-owned subsidiary of the
Target.
 
 Mission
Statement
 
 Our mission is to meet each individual
and institutional investor’s objectives through the use of a wide array of
financial products.  Each client has a set of financial goals, which
permits our professionals to gauge their ability to accept varying degrees of
risk. From the most conservative risk adverse investor, to the most aggressive
trader, we may offer mutual funds, equity, option and fixed income trading,
insurance products such as fixed and variable annuities, structured products,
futures, managed accounts and many more investment options.  We are
committed to continuously offering highly personalized services.
 
 3
 
 Ourbusinessobjectives are
straightforward: aggressive revenue growth coupled with a high profit margin,
which ultimately translates into higher share prices for our capital stock. At
present, we generate our revenue from three primary sources: (1) trading and
commission revenue from individual and institutional accounts, (2) asset
management fee income from account management and investment advisory services;
and (3) investment banking fees from private placement and merger and
acquisition advisory services.  Beginning in the fourth quarter of
2009, we also generate revenue from our metals trading operations of our
subsidiary Southern Trust Metals.
 
 Retail
and Institutional Brokerage
 
 With
regard to our core business of trading and acting as a broker-dealer for our
clients, we view ourselves as a specialty broker-dealer. Our expertise is in the
trading and structuring of complex programs that utilize derivatives as hedges
and also as incremental return vehicles. We primarily trade in fixed income
instruments, foreign currencies, and broad-based indexes. By utilizing
derivatives (puts and call options) in conjunction with either the purchase or
sale of a bond, currency or index, we are able to generate superior returns
while at the same time minimizing the risks to our clients. A large component of
our trading is done in foreign bonds and currencies. We also trade in equities
and are able to transact any trade desired by our clients. As of December 31,
2009, we had approximately $120 million under management, including $108 million
at STS, $10 million at STSAM and approximately $2 million held by MF Global
(formerly Man Financial).
 
 We
effectuate transactions in domestic and international debt and equity markets on
behalf of our clients by maintaining a correspondent relationship with Pershing
LLC, a wholly-owned subsidiary of The Bank of New York Inc., one of the largest
bank holding companies in the United States.  We also have clearing
and correspondent arrangements with Deutsche Bank, MF Global (formerly Man
Financial), and Penson Worldwide, Inc. These arrangements also allow our clients
to participate in the domestic and international futures and forward markets.
Depending on the customer and the security being traded, we endeavor to utilize
the optimum clearing partner for our customers. In all cases, we act as the
introducing broker to clearing firms that will clear and maintain custody of all
of our customer accounts. This allows us to minimize our back office
operations.
 
 At
present, STS has one senior trader and one associate trader.  We plan
to hire additional traders as qualified candidates become
available.
 
 Asset
Management
 
 We conduct our asset management
business through our wholly-owned subsidiary, STSAM. Our asset management
business handles client funds under fixed fee arrangements based on the dollar
amount under management.  When appropriate, our broker-dealer
operations act as agent in affecting transactions for managed accounts. STSAM
also offers non-discretionary advisory accounts in coordination with Pershing
Advisor Solutions, LLC, a registered broker-dealer.  In addition, the
asset management group assists clients with their insurance needs, including
life insurance and fixed annuities. The asset management group works closely
with our broker-dealer group allowing for many shared clients and, more
importantly, giving our clients more financial products from which to
choose.
 
 4
 
 Investment
Banking
 
 Our investment banking group is very
specialized and works closely with corporate clients providing specific
financial solutions to their capital and strategic needs. Namely, our group
makes private placement and merger and acquisition services available to
primarily foreign clients but we also work with domestic clients.
 
 Many of our corporate clients are
seeking capital in order to grow.  Furthermore, many of our
broker-dealer and asset management clients are seeking investments in growing
companies. As such, we seek to match our investment clients with our corporate
clients through structured financing products.  Specifically, we focus
on private investments in public equities (“PIPE”) for our corporate clients. If
the common stock of a corporate client is already publicly-traded, then we will
privately place with our investment clients’ discounted common stock or a
structured security such as a convertible preferred stock or convertible
debenture. If the common stock of a corporate client is not publicly-traded,
then we will locate and negotiate a purchase of a publicly-traded shell
corporation which we would utilize to effect a reverse merger with the corporate
client thereby making the entity a publicly-traded entity (an “Alternative
Public Offering” or “APO”).  This allows us to then privately place a
discounted common stock or structured PIPE financing with the newly public
client.
 
 The PIPE financing market is growing at
a rapid pace and all indications are that this will continue. We plan to
aggressively grow our investment banking staff to allow for more PIPE and APO
transactions to be executed.  Our existing investment clients provide
us opportunities to access the funds necessary to complete the financing.
Further, we have ready access to many public shell corporations through contacts
we have with various third parties who maintain inventories of such companies,
allowing us to purchase such companies and take a private company public and to
secure its funds for growth in a manner very similar to taking a company through
an initial public offering (“IPO”), but in a more timely and cost-effective
manner.
 
 There are many reasons for the growth
of APOs including the fact that many small to mid-sized companies cannot access
the more traditional IPO due to their number of shareholders or duration. In
addition, many of our corporate clients want to maintain control of their
company and are thus not interested in venture capital financing which cedes
some control to such investors. Historically, venture financing has generally
been a source of equity-related financing for the small to mid-sized company.
PIPE financing is distinguished from a normal private placement in that the
company must be public so that the investor in the PIPE financing has the
ability at any time to exit its investment, subject to applicable securities
laws, through converting its security into publicly-trading common
stock.  The combination of the APO and PIPE is a very attractive
alternative for smaller businesses.
 
 5
 
 Again,
having a broker-dealer business coupled with the investment banking services
provides multiple revenue opportunities for both groups. For example, when our
investment clients look to exit a PIPE investment, our broker-dealer group will
assist them in doing so through selling their shares and thereby generating
commission income. On the other hand, our investment banking group will be able
to execute PIPE transactions, and thus fee income, by having a ready source of
investment capital from asset management and broker-dealer clients.
 
 The investment banking group earns a
fee based on the amount of PIPE financing it structures. This fee is generally
5%-10% of the funds raised. In addition, we generally will receive equity in the
form of warrants and/or common stock of the company financed. Thus, we are able
to generate high margin fee income as well as receiving equities in growing
companies.
 
 Our investment banking group also
performs merger and acquisition advisory services for our corporate clients and
renders general strategic advisory services.
 
 Metals
Trading
 
 In October 2009, we formed Southern
Trust Metals as a subsidiary, which works directly with its own clients looking
to generate new business through innovative trading of primarily gold, silver,
platinum and palladium.
 
 Acquisitions
 
 We expect
growth of our core businesses to come through both internal expansion and
acquisitions. To the extent we make acquisitions or enter into combinations, we
face numerous risks and uncertainties combining the businesses and systems,
including the need to combine accounting and data processing systems and
management controls and to integrate relationships with customers and business
partners. We have not at this time entered into any arrangements regarding
specific acquisitions.
 
 Government
Regulation
 
 The securities industry and our
business is subject to extensive regulation by the United States Securities and
Exchange Commission (“SEC”), state securities regulators and other governmental
regulatory authorities. The principal purpose of these regulations is the
protection of customers and the securities markets. The SEC is the federal
agency charged with the administration of the federal securities laws. Much of
the regulation of broker-dealers, however, has been delegated to self-regulatory
organizations, principally the Financial Industry Regulatory Authority (“FINRA”)
and the Municipal Securities Rulemaking Board (“MSRB”).  These
self-regulatory organizations adopt rules, subject to approval by the SEC, which
govern its members and conduct periodic examinations of member firms’
operations. STS is a registered broker-dealer with the SEC and a member of
FINRA, the National Futures Association (“NFA”), and MSRB. STSAM is a registered
investment adviser with the State of Florida.
 
 6
 
 STS is a
member of the Securities Investor Protection Corporation (“SIPC”), which
provides, in the event of the liquidation of a broker dealer, protection for
clients' accounts up to $500,000, subject to a limitation of $100,000 for claims
for cash balances.
 
 Securities firms are also subject to regulation by state securities commissions
in the states in which they are registered. STS is licensed to conduct
activities as a broker-dealer in the following states: Florida, New York,
California, Michigan, New Jersey, Virginia,Puerto
Rico, Texas, Colorado, Georgia, Kentucky and Arizona.
 
 The regulations to which broker-dealers
are subject cover all aspects of the securities industry, including, but not
limited to:
  •
                  sales methods
      and supervision;•
                  trading
      practices among broker-dealers;•
                  use and
      safekeeping of customers’ funds and securities;•
                  capital
      structure of securities firms;•
                  record
      keeping;•
                  anti-money
      laundering and foreign asset control compliance; and•
                  the conduct of
      directors, officers and employees.
 
 Additional legislation, changes in
rules promulgated by the SEC and by self-regulatory bodies or changes in the
interpretation or enforcement of existing laws and rules often directly affects
the method of operation and profitability of broker-dealers.  The SEC
and the self-regulatory bodies may conduct administrative proceedings, which can
result in censure, fine, suspension or expulsion of a broker-dealer, its
officers, employees or registered representatives.
 
 Net
Capital Requirements
 
 As a registered broker-dealer and
member of FINRA, STS is subject to the SEC’s net capital rule, which is designed
to measure the general financial integrity and liquidity of a broker-dealer. Net
capital is defined as the net worth of a broker-dealer subject to certain
adjustments. In computing net capital, various adjustments are made to net
worth, which exclude assets not readily convertible into cash. Additionally, the
regulations require that certain assets, such as a broker-dealer’s position in
securities, be valued in a conservative manner so as to avoid over-statement of
the broker-dealer’s net capital.
 
 More specifically, STS is subject to
the SEC Uniform Net Capital Rule 15c3-1.  This rule requires the
maintenance of minimum net capital and requires that the ratio of aggregate
indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that
equity capital may not be withdrawn or dividends paid if the resulting net
capital ratio would exceed 10 to 1.  STS is also subject to the
Commodity Futures Trading Commission’s minimum financial requirements which
requires it to maintain net capital, as defined for securities brokers and
dealers, equal to or in excess of the greater of $45,000 or the amount of net
capital required by the SEC Rule 15c3-1. At December 31, 2009, STS’s net capital
was approximately $572,000, which was approximately $472,000 in excess of its
minimum requirement of $100,000.
 
 7
 
 Competition
 
 The financial services industry and
therefore all of our businesses are intensely competitive, and management
expects them to remain so. Our competitors include other brokers and dealers,
investment banking firms, insurance companies, investment advisors, mutual
funds, hedge funds, commercial banks and merchant banks. We compete with some of
our competitors globally and with others on a regional, product or niche basis.
Such competition is based on a number of factors, including transaction
execution, our products and services offered, innovation, reputation and price.
Our management believes that we may experience pricing pressures in the future
as some of our competitors seek to increase market share by reducing their
prices.
  Personnel
 
 At
December 31, 2009, we had a total of 12 employees, of which 10 are registered
representatives and two are other full-time employees. These employees are not
covered by a collective bargaining agreement. We consider our relationship with
our employees to be good. Southern Trust Metals is operated by three independent
contractors.
 
 ITEM
1A. RISK FACTORS.
 
 Not
applicable.
  ITEM
1B. UNRESOLVED STAFF COMMENTS.
 
 None.
 
 ITEM
2. PROPERTIES.
 
 We operate our business through our
subsidiaries, STS, STSAM and STM. We are currently operating out of 145 Almeria
Ave., Coral Gables, Florida. The approximate book value of our real property is
$1,604,295 as of December 31, 2009.
 
 ITEM
3. LEGAL PROCEEDINGS.
 
 In the
ordinary course of business, incidental to our operations, we retain outside
counsel to address claims with which we are involved. As of December 31, 2009,
we are not aware of any legal proceedings, which management has determined to be
material to our business operations; however, we have been named in the
following three actions which we are vigorously defending and which actions,
based on management's assessment in coordination with outside litigation
counsel, we believe to be without merit:
  8
 
 Alistair T. Snowie, individually as
a shareholder on behalf of American Ammunition, Inc. Plaintiff/Counter defendant
v. J.A. Fernandez, Sr., individually, Andres Fernandez, individually, Emilo
Jara, individually, Maria A. Fernandez, individually, and American Ammunition
Inc., a Nevada corporation and nominal Defendant, Defendants/Counter
plaintiffs/Third-Party Plaintiffs v. Streller Universal, S.A., a foreign
corporation, La Terraza Trading Asset Management, Ltd., a foreign corporation,
Glenda Mallow, individually and William Malloy, individually, Southern Trust
Securities, Inc. f/k/a Capital Investment Services, Inc., Robert J. Escobio,
individually and Susan Escobio, individually, Third-Party Defendants - In
the Circuit Court in and for the Eleventh Judicial Circuit in and for Miami-Dade
County, Florida, Case No.07-44328 CA 40. The Third Party Complaint in this
action was initially filed against STS on April 1, 2008. It was further
amended on July 14, 2008. In the complaint, various causes of action are
alleged relating to STS’s role related to an escrow account holding shares of
American Ammunition, Inc. stock. American Ammunition, Inc. filed for bankruptcy
relief in the United States Bankruptcy Court in the Southern District of Florida
on September 23, 2008. The civil case, pending in Miami-Dade County Circuit
Court, has been stayed as a result of American Ammunition, Inc. filing
bankruptcy. A settlement was agreed upon in the bankruptcy proceeding where STS
agreed and paid American Ammunition, Inc. $32,500 in full and complete
settlement of all claims asserted against Third Party Defendants. The United
States Bankruptcy Court, Southern District of Florida, by Order dated December
8, 2009 approved the settlement agreed to between American Ammunition, Inc. and
STS, and Robert and Susan Escobio with Proposed Order of Dismissal and
Prejudice, which was submitted to Judge Freeman in the Circuit Court case for
entry of the Order of Dismissal with Prejudice. On February 19, 2010,
the Court entered the Order of Dismissal with Prejudice of all claims
against the third party defendants, STS, Robert Escobio and Susan Escobio.
Thus, STS and the Escobios are no longer party to that
case.
 
 Salvatore Frieri, individually and
as beneficiary of the Robert J. Escobio and Salvador Frieri-Gallo Trust,
Plaintiff v. Robert Escobio, individually and as trustee of the Robert J.
Escobio and Salvador Frieri-Gallo Trust, Southern Trust Securities Holding
Corporation and Capital Investment Services, Inc., Defendants”, in the
Circuit Court of the Eleventh Judicial Circuit In and For Miami-Dade County,
Florida, Case No. 08-07586 CA 08. The initial complaint in this action was
filed on February 12, 2008. An amended complaint was filed on
October 14, 2008. The amended complaint attempts to plead various causes of
action related to the purchase and sale by the Salvador Frieri-Gallo Trust of
our stock in a private placement in 2005. The plaintiff seeks rescission of the
transaction. We do not believe there is any merit to plaintiff’s claims and the
case is in an early stage. Based on events to date, management believes the case
may likely be dismissed just as a prior case based on the same facts brought by
the plaintiff several years ago.
  9
 
 SOUTHERN TRUST
SECURITIES, INC., f/k/a CAPITAL INVESTMENT SERVICES, INC., a Florida corporation
v. MARKWOOD INVESTMENTS, LTD., a British Virgin Islands company, SALVADOR
VICENTE FRIERI-GALLO and ARTURO RAFAEL FRIERI-GALLO in the Circuit Court
of Miami-Dade County, Florida, Case No. 08-72353 CA 15.  In November
2008, STS initiated this legal action seeking to recover compensation owed to it
for work performed in connection with extensive financial and investment advice
work, and services provided in preparation of a bid for Defendants regarding the
restructuring, financing, investing, and acquisition of an interest in Aerovias
Nacionales de Colombia S.A. Avianca (“Avianca S.A.”) and its subsidiaries
(“Avianca”) in connection with Avianca’s bankruptcy reorganization under Chapter
11 of the U.S. Bankruptcy Code. After serving one of the individuals and the
related company, STS moved for and obtained defaults against these two
Defendants on September 17, 2009.  These two Defendants moved to set
aside the defaults against them, which the Court set aside on November 2, 2009.
On December 11, 2009, these two Defendants filed a Motion to Dismiss based on
alleged failure to join an indispensable party, the ACDAC (Pilot
Association).  We do not believe that motion has any
merit.  We continue to try to serve process on the second individual
Defendant under a current extension for service until June 30, 2010. Based on
information that is now available, STS claims the Defendants owe it
approximately $8.35 million dollars plus prejudgment interest from on or about
January 2005. In the opinion of outside counsel, it is too early to predict the
ultimate recovery from Defendants.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None.
   10
 PART
II
 
 ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
 Market
Information.Our common stock
trades on the OTC Bulletin Board under the symbol “SOHL”.  The high
and low sales prices for our common stock for each quarter in the past two
fiscal years are as follows:
 
 Quarter
      Ended,
                  
                  High
      Sale Price
                  
                  
                  Low
      Sale PriceDecember
      31, 2009
                  
                  $
                  0.20
                  
                  
                  $
                  0.20September
      30, 2009
                  
                  $
                  0.50
                  
                  
                  $
                  0.05June
      30, 2009
                  
                  $
                  0.55
                  
                  
                  $
                  0.45March
      31, 2009
                  
                  $
                  0.45
                  
                  
                  $
                  0.40December
      31, 2008
                  
                  $
                  0.90
                  
                  
                  $
                  0.45September
      30, 2008
                  
                  $
                  0.80
                  
                  
                  $
                  0.55June
      31, 2008
                  
                  $
                  2.00
                  
                  
                  $
                  0.56March
      31, 2008
                  
                  $
                  2.55
                  
                  
                  $
                  2.00
 
 As of
March 4, 2010, the last reported sales price for our common stock was
$0.05.
 
 Holders.  As
of March 4, 2010, we had 601 holders of record of our common stock.
 
 11
 
 Dividends.  We
have not paid any dividends on our common stock and do not foresee doing so in
the future.  Dividends on shares of our common stock may only be paid
after any and all dividends payable on our Series C Convertible Preferred Stock
have been paid in full.  Dividends on the Series C Convertible
Preferred Stock have been deferred.
 
 Securities
authorized for issuance under equity compensation plans.
 
 Set forth in the table below is
aggregated information as of December 31, 2009, with respect to compensation
plans under which our equity securities are authorized for
issuance:
 
 Equity
Compensation Plan Information
 
 Plan
      category
                  
                  Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
                  
                  
                  Weighted-average
      exercise price of outstanding options, warrants and
      rights
                  
                  
                  Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))(a)
                  
                  
                  (b)
                  
                  
                  (c)Equity
      compensation plans approved by security holders
                  
                  None.
                  
                  
                  
                  N/A
                  
                  
                  
                  N/AEquity
      compensation plans not approved by holders
                  
                  
                  760,000
                  (1)
                  
                  $
                  0.88
                  (2)
                  
                  
                  760,000Total
                  
                  
                  760,000
                  
                  
                  
                  
                  
                  
                  
                  760,000
 
 (1)   
Includes 200,000 shares of our common stock issuable to each of Susan Escobio,
Fernando Fussa and four other employees upon exercise of stock options granted
under Susan Escobio’s Employment Agreement and four Non-Statutory Stock Option
Agreements. Each of these agreements qualifies as an Employee Benefit Plan as
defined under Rule 405 of Regulation C.
 
 (2)   
The exercise price for Susan Escobio’s 200,000 options for shares of common
stock is $.50 per share and the exercise price for Fernando Fussa’s 200,000
options is $1.00 per share, and the options for the other four employees range
from $0.75 to $1.50 per share.
 
 12
 
 ITEM
6.  SELECTED FINANCIAL DATA.
 
 Not
applicable.
 
 ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
  The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operations contain “forward-looking statements” including statements
about our beliefs and expectations. There are many risks and uncertainties that
could cause actual results to differ materially from those discussed in the
forward-looking statements.
  All
forward-looking statements are based on information available to us on the date
of this filing, and we assume no obligation to update such statements. The
following discussion should be read in conjunction with the consolidated
financial statements and the related notes included in this Annual Report on
Form 10-K.
  Overview
  We were
formed as a Florida corporation on January 14, 1998. We are the holding company
for STS, which is registered as an introducing broker-dealer with the SEC and is
a member of, or subject to regulations of, the SEC, FINRA, the NFA, the CFTC,
SIPC and the MSRB. We are also the holding company for both: (i) STSAM a
fee-based investment advisory service registered with the State of Florida,
which offers its services to retail customers and (ii) Southern Trust Metals, a
trader of primarily gold, silver and palladium.
  Our
principal business is the business of STS. We offer clients access to all major
domestic and international securities and options exchanges, as well as trading
in fixed income products, corporate, government, agencies, municipals, and
emerging market debt. We also offer fixed and variable annuities and life
insurance. We currently offer hundreds of domestic and international mutual
funds, as well as retirement plans. We manage portfolios for individuals,
pension funds, retirement plans, foundations, trusts and corporations. Our
corporate services facilitate restricted stock dispositions and employee stock
options exercises. Our offshore services give clients access to foreign trusts
and corporations, which they can use to structure their financial
planning.
  Investment
banking is a vital part of our business. We provide traditional as well as
innovative securities transaction structures. Our focus is on merger and
acquisition services, private placements convertible into publicly-traded
shares, and private placements bridging to public offerings through reverse
mergers into publicly-traded shell corporations.
 
 Critical
Accounting Policies and Estimates
  Our
consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States, which require us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to the valuation of securities owned and deferred tax assets. We base
our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results could differ
from those estimates. We believe the following critical accounting policies
affect our more significant judgments and estimates used in the preparation of
our consolidated financial statements.
  13
 
 Valuation of Investments in
Securities and Securities at Fair Value – Definition and
Hierachy.We adopted FASB ASC Topic 820, effective January 1,
2008, which provides a framework for measuring fair value under generally
accepted accounting principles in the United States and requires expanded
disclosures regarding fair value measurements.  ASC 820 defines fair
value as the exchange price that would be received for an asset or paid to
transfer a liability (i.e., the “exit price”) in an orderly transaction between
market participants at the measurement date. In determining fair value, the
Company uses various valuation approaches.  In accordance with GAAP, a
fair value hierarchy for inputs is used in measuring fair value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when
available.  Observable inputs are those that market participants would
use in pricing the asset or liability based on market data obtained from sources
independent of the Company.  Unobservable inputs reflect the Company’s
assumptions about the inputs market participants would use in pricing the asset
or liability developed based on the best information available in the
circumstances.  FASB ASC Topic 820 establishes a three-tiered fair
value hierarchy that prioritizes inputs to valuation techniques used in fair
value calculations, as follows:
  Level
      1 -
                  Valuations based on unadjusted quoted prices in active
      markets for identical assets or liabilities that the Company has the
      ability to access.  Valuation adjustments and block discounts
      are not applied to Level 1 securities.  Since valuations are
      based on quoted prices that are readily and regularly available in an
      active market, valuation of these securities does not entail a significant
      degree of judgment.Level 2 -
                  Valuations based on quoted prices in markets that are not
      active or for which all significant inputs are observable, either directly
      or indirectly.Level 3 -
                  Valuations based on inputs that are unobservable and
      significant to the overall fair value
measurement.
  The
availability of valuation techniques and observable inputs can vary from
security to security and is affected by a wide variety of factors including, the
type of security, whether the security is new and not yet established in the
marketplace, and other characteristics particular to the
transaction.  To the extent that valuation is based on models or
inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment.  Those estimated values do not
necessarily represent the amounts that may be ultimately realized due to the
occurrence of future circumstances that cannot be reasonably
determined.
  14
 
 Because
of the inherent uncertainty of valuation, those estimated values may be
materially higher or lower than the values that would have been used had a ready
market for the securities existed. Accordingly, the degree of judgment exercised
by the Company in determining fair value is greatest for securities categorized
in Level 3. In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement in its entirety falls is determined based on the lowest level
input that is significant to the fair value measurement.
  Fair
value is a market-based measure considered from the perspective of a market
participant rather than an entity-specific measure.  Therefore, even
when market assumptions are not readily available, the Company’s own assumptions
are set to reflect those that market participants would use in pricing the asset
or liability at the measurement date.  The Company uses prices and
inputs that are current as of the measurement date, including periods of market
dislocation.  In periods of market dislocation, the observability of
prices and inputs may be reduced for many securities.  This condition
could cause a security to be reclassified to a lower level within the fair value
hierarchy.
 
 Valuation
Techniques
 
 The
Company values investment in securities that are freely tradable and are listed
on a national securities exchange or reported on the NASDAQ national market at
their last sales price as of the last business day of the year.  At
December 31, 2009 all of the Company’s investments classified as securities
owned on the consolidated statements of financial condition are classified as
Level 1 investments on the fair value hierarchy table in Note 5 to our
consolidated financial statements.
 
 Clearing
Arrangements.STS does not carry accounts for customers or perform
custodial functions related to customers’ securities. STS introduces all of its
customer transactions, which are not reflected in these financial statements, to
its primary clearing broker, which maintains the customers’ accounts and clears
such transactions. These activities may expose us to off-balance-sheet risk in
the event that customers do not fulfill their obligations with the primary
clearing broker, as we have agreed to indemnify our primary clearing broker for
any resulting losses. We continually assess risk associated with each customer
who is on margin credit and record an estimated loss when we believe collection
from the customer is unlikely. Our losses incurred from these arrangements were
not significant for the years ended December 31, 2009 and 2008.
 
 Stock Based
Compensation. The
Company complies with FASB ASC Topic 718 “Compensation: Stock compensation”
[formerly SFAS No. 123(R), “Share-Based Payment],  which establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services.  It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity’s equity instruments or
that may be settled by the issuance of those equity instruments.  FASB
ASC Topic 718 focuses primarily on accounting for transactions in which an
entity obtains employee services in share-basesd payment transactions, and
requires an entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the
award. FASB ASC Topic 718, which became effective for us during the first
quarter of 2006, eliminates the use of APB No. 25 and the intrinsic value method
of accounting.  Prior to December 31, 2005, we complied with SFAS 123,
which specified a fair value based method of accounting for all stock-based
compensation.
 
 15
 
 Revenue
Recognition.Commissions, revenue and related clearing expenses are
recorded on a trade-date basis as security transactions occur. Riskless
principal transactions in regular-way trades are recorded on the trade date, as
if they had settled.
 
 Investment
banking revenue includes private placement agency fees earned through our
participation in private placements of equity and convertible debt securities
and fees earned as financial advisor in mergers and acquisitions and similar
transactions. Merger and acquisition fees and other advisory service revenue are
generally earned and recognized only upon successful completion of the
engagement. Unreimbursed expenses associated with private placement and advisory
transactions are recorded as expenses as incurred.
 
 Asset
management (or managed accounts) fees are primarily earned based on a percentage
of assets under management.  Fees are computed and due at specified
intervals, generally quarterly and recorded when earned.  We also
offer fee-based investment advisory services to our customers and independent
registered investment advisors through our wholly-owned subsidiary,
STSAM.
 
 Deferred Tax
Valuation Allowance.We account for income taxes in accordance with the
provision of FASB ASC Topic 740, “Income Taxes,” which requires the recognition
of deferred tax assets and liabilities at tax rates expected to be in effect
when these balances reverse. Future tax benefits attributable to temporary
differences are recognized to the extent that the realization of such benefits
is more likely than not. We have concluded that it is more likely than not that
our deferred tax assets as of December 31, 2009 and 2008 will not be realized
based on the scheduling of deferred tax assets and projected taxable income. The
amount of the deferred tax assets actually realized, however, could vary if
there are differences in the timing or amount of future reversals of existing
deferred tax assets or changes in the actual amounts of future taxable income.
Should we determine that we will be able to realize all or part of the deferred
tax asset in the future, an adjustment to the deferred tax asset will be
recorded in the period such determination is made.
 
 Net Capital
Requirement.Our broker-dealer subsidiary, STS, is a member of FINRA and
is subject to the SEC Uniform Net Capital Rule 15c3-1.  This rule
requires the maintenance of minimum net capital and requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1
and that equity capital may not be withdrawn or dividends paid if the resulting
net capital ratio would exceed 10 to 1.  STS is also subject to the
Commodity Futures Trading Commission’s minimum financial requirements which
requires it to maintain net capital, as defined for securities brokers and
dealers, equal to or in excess of the greater of $45,000 or the amount of net
capital required by the SEC Rule 15c3-1. At December 31, 2009, STS’s net capital
was approximately $572,000 which was approximately $472,000 in excess of its
minimum requirement of $100,000.
 
 Commissions and
Clearing Costs.Commissions and clearing costs include
commissions paid to our employee registered representatives, independent
contractor arrangements and fees paid to clearing entities for certain clearance
and settlement services. Commissions paid to registered representatives vary
according to the contracted payout percentage and clearing costs generally
fluctuate based on revenues generated on trades and on the volume of
transactions.
  16
 
 Accounting for
Contingencies.We accrue for contingencies in accordance with FASB ASC Topic 855,
“Subsequent Events,” when it is probable that a liability or loss has been
incurred and the amount can be reasonably estimated. Contingencies by their
nature relate to uncertainties that require our exercise of judgment both in
assessing whether or not a liability or loss has been incurred and estimated the
amount of probable loss. There were none at either December 31, 2009 or
2008.
  Results
of Operations for the years ended December 31, 2009 and 2008
  The
following table sets forth a summary of financial highlights for the years ended
December 31:
   Year
      Ended December 31,2009
                    
                    
                    2008
                    
                    
                    %
      Change
                    
                    
                    ChangeStatement
      of operations data:Revenue
                    
                    $
                    1,328,998
                    
                    
                    $
                    3,519,161
                    
                    
                    
                    (62
                    %)
                    
                    $
                    (2,190,163
                    )Expenses
                    
                    
                    4,119,114
                    
                    
                    
                    7,103,330
                    
                    
                    
                    (42
                    %)
                    
                    
                    (2,984,216
                    )Net
      loss applicable to common stockholders
                    
                    
                    (3,104,485
                    )
                    
                    
                    (3,967,747
                    )
                    
                    
                    (22
                    %)
                    
                    
                    863,262At
      December 31,2009
                    
                    
                    
                    2008Financial
      condition data:Cash
      and cash equilvalents
                    
                    $
                    130,631
                    
                    
                    $
                    652,783
                    
                    
                    
                    (80
                    %)
                    
                    $
                    522,152Marketing
      securities owned, at fair value
                    
                    
                    1,288,654
                    
                    
                    
                    2,512,786
                    
                    
                    
                    (49
                    %)
                    
                    
                    (1,224,132
                    )Total
      assets
                    
                    
                    4,624,921
                    
                    
                    
                    7,396,891
                    
                    
                    
                    (37
                    %)
                    
                    
                    (2,771,970
                    )Notes
      payable
                    
                    
                    1,126,557
                    
                    
                    
                    1,196,124
                    
                    
                    
                    (6
                    %)
                    
                    
                    (69,567
                    )Stockholders'
      equity
                    
                    
                    2,955,200
                    
                    
                    
                    5,607,282
                    
                    
                    
                    (47
                    %)
                    
                    
                    (2,652,082
                    )
 
 For the
year ended December 31, 2009, we experienced a net loss before dividends to
preferred stockholders of $2,792,485 as compared to a net loss before dividends
to preferred stockholders of $3,580,226 for the year ended December 31, 2008.
The decrease in net loss is primarily attributable to the decrease in
commissions paid to our registered representatives, employee compensation and
benefits, professional fees, and an impairment charge of $1,250,000 taken on our
investment in preferred stock of AR Growth in 2008, partially offset by a
reduction in investment banking fees.
 
 17
 
 Revenues
 
 Our
commissions for the year ended December 31, 2009, increased $301,138, or 72%, to
$717,916 up from $416,778 for the year ended December 31,
2008.  Commissions include all revenue received by Southern Trust
Securities, Inc. (“STS”) and its registered representatives on an agency basis,
and are primarily derived from transactions in OTC securities and options. The
increase in commissions is mainly attributable to the current spike in economic
activity, which in turn has improved investor confidence, and new customer
accounts opened during the year.
  Our
trading income for the year ended December 31, 2009 increased $216,806, or 95%,
to $445,490 from $228,684 recognized for the year ended December 31, 2008.
Trading profits are generated mainly from fixed income products sold to our
customers on a riskless trading principal basis. Even though the markets and the
economy have been struggling for the last few quarters, we were able to acquire
new customers who were interested in investing in fixed income products. Our
ability to increase our trading revenues will depend mostly on future economic
conditions and our ability to generate more customer accounts.
  Our
investment banking revenue for the year ended December 31, 2009 decreased
$2,500,446 to $47,770 representing a decrease of 98% from the $2,548,216
reported for the year ended December 31, 2008.  For the year ended
December 31, 2009, no major investment banking deals were closed and only
advisory and referral fees from investment banking customers were generated
during 2009. Investment banking fees are generally determined as a percentage of
the size of the deal or contract. In 2008, we recognized $150,000 as placement
fees from a closing of a Private Placement of AR Growth, and $2,093,200 of
investment banking fees related to two Chinese deals, Shanghai Medical
Technology Co Ltd, and China Valves Holding Co. LTD. Additionally, we recognized
$280,000 related to another Chinese company, under a consulting and broker
agreement. For the Chinese deals, the contracted commission payout to our
registered representatives is set at 95% of the total fees.  As of
December 2009, these registered representatives are no longer registered with
STS.
  Managed
account fees decreased 18% or $15,549 to $68,844 for the year ended December 31,
2009 when compared to $84,393 for the same period in 2008. Managed account fees
are primarily earned based on a percentage of assets under management and the
related fees are computed and due at specified intervals, generally quarterly
and recorded when earned. The main reason for the decrease is related to the
decrease in value of the assets under management because of the recent market
turmoil, and the attrition of customer accounts.
  Our
interest and dividend income decreased $198,394 to $35,265 for the year ended
December 31, 2009 from $233,659 for the year ended December 31, 2008, mainly
attributable to our exchange of our investment in ARGW preferred stock in August
2009 for shares of Nexo common stock and due to lower interest rates on our
money markets, fixed income bonds and certificates of deposits.
  Other
miscellaneous income increased 85% or $6,282 to $13,713 for the year ended
December 31, 2009 when compared to $7,431 for the year ended December 31,
2008.  This increase is primarily due to an increase of approximately
$7,000 in other fees.
  18
 
 Expenses
  Commissions
and clearing fees expenses incurred during the year ended December 31, 2009
decreased $2,036,775, or 78%, to $581,654 when compared to $2,618,339 incurred
during the year ended December 31, 2008, primarily due to the decrease in
investment banking revenues. Our broker-dealer, STS, shares a varying percentage
of commissions with its registered representatives based on arrangements between
STS and each registered representative and based on the nature of the product
from which commissions are earned. The portion of the commission paid to a
registered representative is an expense on our consolidated statements of
operations under “commission and clearing fees.” Also included in “commissions
and clearing fees” are referral fees STS pays to foreign finders for
transactions effectuated by STS and its registered representatives at the
request of such foreign finders. These revenues, which are directly identifiable
and attributable to any registered representative or foreign finder, are
commonly known as “compensable revenues.” Commissions paid to
registered representatives are variable in nature and are based on a
pre-determined percentage of compensable revenues generated. Compensable
revenues include revenues derived from commissions, trading income, investment
banking fees and managed account fees. Any other income recognized by us (for
example interest and dividend income generated from our investment portfolio) is
not considered compensable revenue and thus no payouts to registered
representatives are made. Total commissions compensation paid, as a percentage
of compensable revenues, decreased from 79% in the year ended December 31, 2008
to 36% for the year ended December 31, 2009. However, total commission
compensation for 2008 includes a reversal of commissions payable accrued for a
foreign finder, who refused to sign the foreign finders’ agreement in a
stipulated time, of $272,239, representing its share of revenues generated from
July 2007 through February 2008.  Commissions paid to registered
representatives, excluding the reversal adjustment, represents 86% and 36% of
total compensable revenues for the year ended December 31, 2008 and 2009,
respectively. The increase in the percentage of commissions paid to the
registered representatives for the year ended 2008 is mainly due to the payout
made on the China deals, which was 95% of total investment banking fees
generated on the deals, as contracted in our Branch office agreement with
Rosewood Securities, LLC. Clearing fees are costs paid to third party service
providers who provide clearance services for our sales transactions. Fees are
assessed based on the type of product and, accordingly, vary according to the
mix of products and volume generated. Clearing fees paid for the year ended
December 31, 2009 and 2008 were $92,611 and $58,398, respectively, an increase
of $34,213, or 58%, primarily due to an increase in total sales transactions
subject to clearing fees.
  Total
employee compensation and benefits expenses decreased 15%, or $234,057 to
$1,376,897 for the year ended December 31, 2009, as compared to $1,610,954 for
the same period ended December 31, 2008 primarily due to: (i) a
decrease in executive salaries, most of our executive officers reduced their
salaries by 50% commencing in July 2009, and our Chief Financial Officer, who
resigned on October 6, 2009, was not replaced with a full time
employee, rather our Chief Executive Officer also assumed the role of our
principal accounting officer, and (ii) a decrease in share-based
compensation amortization. Employee compensation and benefits expenses include
the amortization of share-based compensation expenses related to shares and
options given to certain key employees during 2007 and 2008.
  19
 
 Share-based
compensation decreased 27% or $148,526 for the year ended December 31, 2009,
thus representing approximately 65% of the total decrease when compared to the
expenses for the year ended December 31, 2008. The vesting period for these
share-based compensation awards range from twelve to sixty months. As part of
the employment agreements entered with several of our key executives on January
4, 2007, one executive was granted 4,500,000 shares of common stock vesting
equally on a monthly basis over three year but was later amended in June 2007 to
vest over five year, prospectively. As a result of the change in vesting period
in this executive’s particular case, expenses recognized for the share-based
compensation for this executive for the year ended December 31, 2008 decreased
by approximately $31,500. Furthermore, other share-based compensation vesting
periods were fully vested during the year ended December 31, 2008 and,
consequently, expenses also decreased by approximately $116,745 for the year
ended December 31, 2009.  In November 2009, the executive entered into
a Stock Waiver Agreement with respect to shares that would have otherwise vested
in December 2009 through August 2010, giving the executive the right to waive
his right to such shares and have such shares be canceled.  The
executive waived his right to have 125,000 shares vest in December 2009, and
these shares were thus redeemed in that month.
  For the
year ended December 31, 2009, we determined that the fair value of our building
had decreased in value since its purchase in 2005. Due to changes in the
commercial real estate environment, we determined and recorded an impairment
charge of $800,000.
  For the
year ended December 31, 2008, we determined that the investment in the AR Growth
Series A 8% preferred stock had decreased in value since the business of
ProBenefit, AR Growth’s primary operating entity, had been adversely affected by
recent law changes in Argentina and, consequently, recorded an
other-than-temporary impairment charge of $1,250,000. In August of 2009, we
were able to restructure the investment in AR Growth exchanging our preferred
stock investment in AR Growth for an investment in the common stock of Nexo
Emprendimientos, S.A. Please refer to Note 20 in the consolidated financial
statements, included herein, for further details.
  Occupancy
costs decreased 4% or $3,057 for the year ended December 31, 2009, to $69,963,
from $73,020 for the year ended December 31, 2008. Major expenses included under
occupancy costs are, property taxes, depreciation and common repair and
maintenance of our office building. The increase is mainly due tohigher property taxes paid
on our building, offset in part by lower maintenance expenses.
  Communications
and market data expenses represent mostly charges on our terminals used to
monitor and analyze real-time financial market data movements, telephone
expenses, and licenses and registration expenses associated with our
broker-dealer operations. Communications and market data expenses decreased
$70,999 or 38% from $187,182 incurred in the year ended December 31, 2008 to
$116,183 for the year ended December 31, 2009. The main reason for the decrease
is related to expenses paid to register our broker dealer in additional states
and early cancellation fees assessed to cancel one market data
terminal.
  Professional fees decreased $188,070 or
22% for the year ended December 31, 2009 to $686,415 from $874,485 for the year
ended December 31, 2008, due to lower legal expenses incurred related to our
current lawsuits, which are either stayed or in their final stages as discussed
with our outside legal counsel. From time to time, STS may be a defendant, or
co-defendant, in arbitration matters incidental to its retail brokerage services
business. As of December 31, 2009, there are no material legal disputes that may
have an adverse impact on our financial statements.
  20
 
 Our
travel and entertainment expenses decreased 21% or $27,053 for the year ended
December 31, 2009, down from $126,694 for the year ended December 31, 2008. The
decrease is mainly due to our cost reduction initiatives implemented as part of
our efforts in trying to reduce operational expenses for 2009 because of the
current economic conditions.
  Our other
operational expenses include miscellaneous expenses and our Directors and
Officers (“D&O”) insurance premium. Other operational expenses increased
16%, or $30,507, to $224,581 for the year ended December 31, 2009 when compared
to $194,074 incurred for the year ended December 31, 2008.
  Interest
expense decrease $5,462 to $88,258 for the year ended December 31, 2009 from
$93,720 incurred for the year ended December 31, 2008.  This decrease
is due to a reduction of principal balances on our outstanding
loans.
  Dividends
attributable to our preferred stockholders decreased 19% to $312,000 for the
year ended December 31, 2009, when compared to $387,521 for the year ended
December 31, 2008, primarily because dividends were not paid during the fourth
quarter of 2009, partially offset by the issuance of additional preferred shares
at a fixed interest rate of 8%.
  Liquidity
and Capital Resources
  As of
December 31, 2009, liquid assets consisted primarily of cash and cash
equivalents of approximately $131,000 and securities owned of approximately
$1,289,000 for a total of approximately $1,419,000 which is $1,747,000 lower
than the approximately $3,166,000 in liquid assets as of December 31, 2008.
Historically, we have financed our business primarily through cash generated by
our brokerage operations, as well as proceeds from our private placement of
preferred stock and issuance of common stock. In 2007, we raised $4,300,000 in a
private placement of our Series B preferred stock (which has been exchanged into
Series C preferred stock) and during the second quarter of 2008, we were able to
raise an additional $900,000 from the sale of Series C preferred stock, which
will be used to fund our business expansion plans.
  Cash and
cash equivalents decreased approximately $522,000 to $130,631 at December 31,
2009. Cash used in our operating activities for the year ended December 31, 2009
was approximately $427,000, which consists of our net loss of approximately
$2,790,000 adjusted for non-cash expenses of approximately $1,324,000 of
share-based compensation, depreciation and amortization and impairment on
building, and a net increase in operating assets and liabilities of
approximately $1,038,000. Cash used in investing activities amounted to
approximately $287,000, which represents mainly a redemption of our investment
in a limited liability company. Cash used in our financing activities was
$385,000, which consisted of debt service payments made on our notes payable and
capital lease obligations of $72,869 and dividends paid to our preferred
stockholders of approximately $312,000.
  21
  STS, as a
broker-dealer, is subject to Rule15c3-1 of the Securities Exchange Act of 1934,
which specifies uniform minimum net capital requirements, as defined, for their
registrants. As of December 31, 2009, STS had regulatory net capital of
approximately $572,000, which exceeded the required amount by approximately
$472,000.
  In
response to the current economic environment, we have implemented changes to our
capital management practices to ensure that we will be able to continue to meet
our obligations.  During 2009, certain employee salaries and payout
percentages were reduced to match current business levels, and recent employee
resignations will not be immediately replaced.  We have also
undertaken the task of reviewing other general expenses incurred, with the
objective of reducing the overall charges against this expense
category.
  We
believe that our liquidity will be sufficient to allow the Company to operate
for the next 12 months. Should our revenues fall from their present levels we
will be required to seek alternative sources of funding to continue our current
level of operations.
  The
following is a table summarizing our significant commitments as of December 31,
2009, consisting of debt payments related to our notes payable.
   Year
      Ended December 31,
                    
                    Note
      Payable2010
                    
                    $
                    74,0002011
                    
                    
                    79,0002012
                    
                    
                    86,0002013
                    
                    
                    92,0002014
                    
                    
                    98,000Thereafter
                    
                    
                    697,000Total
      commitments
                    
                    $
                    1,126,000
  Off-Balance
Sheet Arrangements
  We were
not a party to any off-balance sheet arrangements during the period ended
December 31, 2009, except for the one identified in “Clearing Arrangements”
above. In particular, we do not have any interest in so-called limited purpose
entities, which include special purpose entities and structured finance
entities.
 ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK.
 
 Not
applicable.
 22
 
 
 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 INDEX
TO FINANCIAL STATEMENTS
 
 
 Report
      of Independent Registered Public Accounting Firm
                  
                  
                  F-1Financial
      Statements
                  
                  
                  F-2Consolidated
      Statements of Financial Condition at December 31, 2009 and
      2008
                  
                  
                  F-2Consolidated
      Statements of Operations for the years ended December 31, 2009 and
      2008
                  
                  
                  F-3Consolidated
      Statements of Changes in Stockholders’ Equity (Deficit) and Comprehensive
      loss for the years ended December 31, 2009 and 2008
                  
                  
                  F-4Consolidated
      Statements of Cash Flows for the years ended December 31, 2009 and
      2008
                  
                  
                  F-5Notes
      to Consolidated Financial Statements
                  
                  
                  F-6
 
  
 23
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and
 Stockholders
of Southern Trust Securities Holding Corp. and Subsidiaries
  We have
audited the accompanying consolidated statements of financial condition of
Southern Trust Securities Holding Corp. and Subsidiaries (collectively, the
“Company”) as of December 31, 2009 and 2008, and the related consolidated
statements of operations, stockholders’ equity and comprehensive loss, and cash
flows for each of the years in the two-year period ended December 31, 2009.
These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Southern Trust Securities
Holding Corp. and Subsidiaries as of December 31, 2009 and 2008, and the results
of their operations and their cash flows for each of the years in the two-year
period ended December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America. /s/
      Rothstein Kass & Company, P.C.Roseland,
      New JerseyApril
      15, 2010
 F-1
 
 
 
 SOUTHERN
      TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION
 
 
 December
      31,2009
                        
                        
                        2008ASSETSCash
      and cash equivalents
                        
                        $
                        130,631
                        
                        
                        $
                        652,783Securities owned at fair
      value, including restricted securitiesof
      $400,000
                        
                        
                        1,288,654
                        
                        
                        
                        2,512,786Investment in limited liability
      company,equity method
                        
                        
                        
                        
                        
                        
                        240,661Due
      from clearing broker
                        
                        
                        193,809
                        
                        
                        
                        7,669Commissions
      receivable
                        
                        
                        13,947
                        
                        
                        
                        7,569Investment in AR Growth,net of impairment chargeof
      $0 and $1,250,000, respectively (see Note 20)
                        
                        
                        52,170
                        
                        
                        
                        1,350,000Investment in Nexo
      Emprendimientos, S.A. (see Note 20)
                        
                        
                        1,250,000Other
      assets
                        
                        
                        13,239
                        
                        
                        
                        68,890Property and equipment,net
                        
                        
                        1,682,471
                        
                        
                        
                        2,556,533Total
      assets
                        
                        $
                        4,624,921
                        
                        
                        $
                        7,396,891LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilitiesAccounts
      payable and accrued expenses
                        
                        $
                        429,235
                        
                        
                        $
                        478,623Obligations
      under capital lease
                        
                        
                        9,609
                        
                        
                        
                        12,911Notes
      payable
                        
                        
                        1,126,557
                        
                        
                        
                        1,196,124Total
      liabilities
                        
                        
                        1,565,401
                        
                        
                        
                        1,687,658Commitments
      and contingenciesStockholders'
      equitySeries
      C 8% convertible preferred stock, no par value, 2.5 million shares
      authorized,520,000
      issued and outstanding
                        
                        
                        5,200,000
                        
                        
                        
                        5,200,000Common
      stock, no par value, 100 million shares authorized; 14,333,378
      and13,833,378
      shares issued and outstanding at December 31, 2009 andDecember 31, 2008, respectively
                        
                        
                        9,002,986
                        
                        
                        
                        8,752,986Additional
      paid-in-capital
                        
                        
                        1,357,612
                        
                        
                        
                        1,158,758Accumulated
      deficit
                        
                        
                        (12,608,316
                        )
                        
                        
                        (9,503,831
                        )Accumulated
      other comprehensive income (loss)
                        
                        
                        2,918
                        
                        
                        
                        (631
                        )Total
      Southern Trust Securities Holding Corp. and Subsidiaries stockholders'
      equity
                        
                        
                        2,955,200
                        
                        
                        
                        5,607,282Noncontrolling
      interest
                        
                        
                        104,320
                        
                        
                        
                        101,951Total
      stockholders' equity
                        
                        
                        3,059,520
                        
                        
                        
                        5,709,233Total
      Liabilities and Stockholders' Equity
                        
                        $
                        4,624,921
                        
                        
                        $
                        7,396,891
 
 See
accompanying notes to consolidated financial
statements.
  F-2
  SOUTHERN
      TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONS
                          FOR THE
      YEARS ENDED DECEMBER 31, 2009 AND
2008
 
 2009
                        
                        
                        2008RevenuesCommissions
                        
                        $
                        717,916
                        
                        
                        $
                        416,778Trading
      income
                        
                        
                        445,490
                        
                        
                        
                        228,684Investment
      banking fees
                        
                        
                        47,770
                        
                        
                        
                        2,548,216Managed
      account fees
                        
                        
                        68,844
                        
                        
                        
                        84,393Interest
      and dividend income
                        
                        
                        35,265
                        
                        
                        
                        233,659Other
      miscellaneous income
                        
                        
                        13,713
                        
                        
                        
                        7,4311,328,998
                        
                        
                        
                        3,519,161ExpensesCommissions
      and clearing fees
                        
                        
                        581,654
                        
                        
                        
                        2,618,339Employee
      compensation and benefits
                        
                        
                        1,376,897
                        
                        
                        
                        1,610,954Impairment
      charge on building
                        
                        
                        800,000Impairment
      charge on preferred stock
                        
                        
                        
                        
                        
                        
                        1,250,000Occupancy
                        
                        
                        69,963
                        
                        
                        
                        73,020Communications
      and market data
                        
                        
                        116,183
                        
                        
                        
                        187,182Professional
      fees
                        
                        
                        686,415
                        
                        
                        
                        874,485Travel
      and entertainment
                        
                        
                        99,641
                        
                        
                        
                        126,694Depreciation
                        
                        
                        75,522
                        
                        
                        
                        74,862Interest
      expense
                        
                        
                        88,258
                        
                        
                        
                        93,720Other
      operational expenses
                        
                        
                        224,581
                        
                        
                        
                        194,0744,119,114
                        
                        
                        
                        7,103,330Net
      loss before noncontrolling interest
                        
                        
                        (2,790,116
                        )
                        
                        
                        (3,584,169
                        )Net
      income (loss) attributable to noncontrolling interest
                        
                        
                        2,369
                        
                        
                        
                        (3,943
                        )Net
      loss attributable to Southern Trust Securities Holding
    Corp.and
      Subsidiares
                        
                        
                        (2,792,485
                        )
                        
                        
                        (3,580,226
                        )Preferred
      stock dividends
                        
                        
                        (312,000
                        )
                        
                        
                        (387,521
                        )Loss
      applicable to common stockholders
                        
                        $
                        (3,104,485
                        )
                        
                        $
                        (3,967,747
                        )Weighted
      average common shares outstandingBasic
      and diluted
                        
                        
                        13,856,727
                        
                        
                        
                        13,769,814Loss
      per common shareBasic
      and diluted
                        
                        $
                        (0.22
                        )
                        
                        $
                        (0.29
                        )
    F-3
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLERS' EQUITY (DEFICIT) AND COMPREHENSIVE LOSS FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 Preferred
      Stock
                        
                        
                        Common
      Stock
                        
                        
                        
                        
                        
                        
                        
                        
                        Accumulated
                          Other
                          Comprehensive
                          IncomeShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        AdditionalPaid-InCapital
                        
                        
                        AccumulatedDeficit
                        
                        
                        
                        
                        Total
                            Stockholders'
                            Equity (Deficit)
                        
                        
                        NoncontrollingInterest
                        
                        
                        TotalEquityBalances,January 1,
      2008
                        
                        
                        430,000
                        
                        
                        $
                        4,300,000
                        
                        
                        
                        13,525,917
                        
                        
                        $
                        8,599,254
                        
                        
                        $
                        715,109
                        
                        
                        $
                        (5,536,084
                        )
                        
                        $
                        -
                        
                        
                        $
                        8,078,279
                        
                        
                        $
                        -
                        
                        
                        $
                        8,078,279Issuance
      of Series C preferred stock
                        
                        
                        90,000
                        
                        
                        
                        900,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        900,000
                        
                        
                        
                        
                        
                        
                        
                        900,000Capital
      contribution fromnoncontrolling
      interest
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        106,523
                        
                        
                        
                        106,523Stock-based
      compensation
                        
                        
                        
                        
                        
                        
                        
                        307,461
                        
                        
                        
                        153,732
                        
                        
                        
                        443,649
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        597,381
                        
                        
                        
                        
                        
                        
                        
                        597,381Dividends
      to preferred stockholders
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (387,521
                        )
                        
                        
                        
                        
                        
                        
                        (387,521
                        )
                        
                        
                        
                        
                        
                        
                        (387,521
                        )Comprehensive
      loss:Net
      loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (3,580,226
                        )
                        
                        
                        
                        
                        
                        
                        (3,580,226
                        )
                        
                        
                        (4,572
                        )
                        
                        
                        (3,584,798
                        )Foreign
      currencytranslation
      adjustment
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (631
                        )
                        
                        
                        (631
                        )
                        
                        
                        
                        
                        
                        
                        (631
                        )Total
      comprehensive loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (3,580,857
                        )
                        
                        
                        (4,572
                        )
                        
                        
                        (3,585,429
                        )Balances,December 31,
      2008
                        
                        
                        520,000
                        
                        
                        
                        5,200,000
                        
                        
                        
                        13,833,378
                        
                        
                        
                        8,752,986
                        
                        
                        
                        1,158,758
                        
                        
                        
                        (9,503,831
                        )
                        
                        
                        (631
                        )
                        
                        
                        5,607,282
                        
                        
                        
                        101,951
                        
                        
                        
                        5,709,233Stock-based
      compensation
                        
                        
                        
                        
                        
                        
                        
                        500,000
                        
                        
                        
                        250,000
                        
                        
                        
                        198,854
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        448,854
                        
                        
                        
                        
                        
                        
                        
                        448,854Dividends
      to preferred stockholders
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (312,000
                        )
                        
                        
                        
                        
                        
                        
                        (312,000
                        )
                        
                        
                        
                        
                        
                        
                        (312,000
                        )Comprehensive
      loss:Net
      loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2,792,485
                        )
                        
                        
                        
                        
                        
                        
                        (2,792,485
                        )
                        
                        
                        2,369
                        
                        
                        
                        (2,790,116
                        )Foreign
      currencytranslation
      adjustment
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        3,549
                        
                        
                        
                        3,549
                        
                        
                        
                        
                        
                        
                        
                        3,549Total
      comprehensive loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2,788,936
                        )
                        
                        
                        2,369
                        
                        
                        
                        (2,786,567
                        )Balances,
      December 31, 2009
                        
                        
                        520,000
                        
                        
                        $
                        5,200,000
                        
                        
                        
                        14,333,378
                        
                        
                        $
                        9,002,986
                        
                        
                        $
                        1,357,612
                        
                        
                        $
                        (12,608,316
                        )
                        
                        $
                        2,918
                        
                        
                        $
                        2,955,200
                        
                        
                        $
                        104,320
                        
                        
                        $
                        3,059,520
    F-4
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 2009
                        
                        
                        2008Cash
      flows from operating activitiesNet
      loss
                        
                        $
                        (2,790,116
                        )
                        
                        $
                        (3,584,169
                        )Adjustments
      to reconcile net loss to net used inoperating
      activities:Stock-based
      compensation
                        
                        
                        448,854
                        
                        
                        
                        597,381Impairment
      charge on building
                        
                        
                        800,000Impairment
      charge on preferred stock
                        
                        
                        
                        
                        
                        
                        1,250,000Depreciation
      and amortization
                        
                        
                        75,522
                        
                        
                        
                        74,862Changes
      in operating assets and liabilities:Securities
      owned
                        
                        
                        1,224,132
                        
                        
                        
                        573,007Due
      from clearing broker
                        
                        
                        (186,140
                        )
                        
                        
                        61,278Commissions
      receivable
                        
                        
                        (6,378
                        )
                        
                        
                        143,404Other
      assets
                        
                        
                        55,651
                        
                        
                        
                        75,692Accounts
      payable and accrued expenses
                        
                        
                        (49,323
                        )
                        
                        
                        (48,525
                        )Net
      cash used in operating activities
                        
                        
                        (427,798
                        )
                        
                        
                        (857,070
                        )Cash
      flows from investing activitiesPurchases
      of property and equipment
                        
                        
                        (1,525
                        )
                        
                        
                        (1,146
                        )Investment
      in AR Growth
                        
                        
                        47,830
                        
                        
                        
                        (1,500,000
                        )Redemption
      of investment in limited liability company
                        
                        
                        240,661Earnings
      from investment in limited liability company
                        
                        
                        
                        
                        
                        
                        11,626Net
      cash flows provided by (used in) investing activities
                        
                        
                        286,966
                        
                        
                        
                        (1,489,520
                        )Cash
      flows from financing activitiesProceeds
      from issuance of preferred stock
                        
                        
                        
                        
                        
                        
                        900,000Cash
      acquired in consolidation of joint venture
                        
                        
                        
                        
                        
                        
                        98,008Dividends
      paid to preferred stockholders
                        
                        
                        (312,000
                        )
                        
                        
                        (387,521
                        )Principal
      payments on notes payable and capital lease obligations
                        
                        
                        (72,869
                        )
                        
                        
                        (67,570
                        )Net
      cash flows provided by (used in) financing activities
                        
                        
                        (384,869
                        )
                        
                        
                        542,917Effect
      of foreign exchange rate changeson
      cash and cash equivalents
                        
                        
                        3,549
                        
                        
                        
                        7,255Net
      decrease in cash and cash equivalents
                        
                        
                        (522,152
                        )
                        
                        
                        (1,796,418
                        )Cash and cash equivalents,beginning of year
                        
                        
                        652,783
                        
                        
                        
                        2,449,201Cash and cash equivalents,end of year
                        
                        $
                        130,631
                        
                        
                        $
                        652,783Supplementary
      disclosure of cash flow information:Cash
      paid during the periods for interest
                        
                        $
                        88,258
                        
                        
                        $
                        93,720Exchange
      of AR Growth preferred stock for Nexo Emprendiminto S.A.common
      stock
                        
                        $
                        1,250,000
                        
                        
                        $
                        -
    F-5
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
                      Nature
      of operations
 
 Southern
Trust Securities Holding Corp. (the "Company”) owns Southern Trust Securities,
Inc. ("STS"), Southern Trust Metals, Inc. (“STM”) and Southern Trust Securities
Asset Management, Inc. ("STSAM").  Additionally, on October 23, 2006,
the Company formed Kiernan Investment Corp. (“KIC”) as an international business
company in Belize.  KIC has had very limited operations since
inception.
 
 The
Company contributed $105,653 in cash to form a new company, IPWM, España S.A.
("IPWM Spain") under a partnership agreement with a Swiss Financial Group,
International Private Wealth Management, SA (“IPWM, SA”), in exchange for a
50.01% interest and control of the newly created company.  During July
2008, IPWM Spain commenced operations and opened offices in the cities of
Barcelona, Spain, San Sebastian, Spain and Marbella, Spain.  IPWM
Spain had limited operations for the years ended December 31, 2009 and
2008.
 
 The
Company is a Florida corporation and was organized on January 25,
2000.  STS, a Florida corporation, was organized on June 10, 1999 and
is registered as an introducing broker/dealer with the Securities and Exchange
Commission (“SEC”).  STS is a member of the Financial Industry
Regulatory Authority (“FINRA”) and National Futures Association (“NFA”). STS
operates as an introducing broker clearing customer trades on a fully disclosed
basis through a clearing firm.  Under this basis, it forwards all
customers transactions to another broker who carries all customers’ accounts and
maintains and preserves books and records.  Pershing, LLC currently
performs the transaction clearing functions and related services for
STS.  STSAM, a Florida corporation formed on November 22, 2005, is a
fee-based investment advisory company which offers its services to retail
customers. STM, a Florida corporation formed on October 29, 2009, to capitalize
on investor interest in the trading of precious metals such as gold, silver,
platinum, and palladium.
 
 2.
                      Liquidity
 
 During
the year ended December 31, 2009 and 2008, the Company incurred a net loss of
approximately $2,304,000 and $2,718,000, respectively, exclusive of the
impairment charge of $800,000 and $1,250,000, respectively, and utilized cash in
operations of approximately $428,000 and $857,000, respectively. The Company has
not attained a level of revenues sufficient to support recurring
expenses.
 
 Should
the Company revenues decline from their current levels the Company will need to
seek alternative sources of funding to continue its
operations.
 
 3.
                      Summary
      of significant accounting policies
 
 Basis
of Presentation and Principles of Consolidation
 
 The
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America
(“GAAP”).
 
 The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, STS, STM, STSAM, and
KIC.  IPWM Spain’s assets and liabilities are consolidated with those
of the Company and the outside investor’s 49.99% interest in IPWM Spain is
included in the accompanying consolidated financial statements as a
noncontrolling interest.  All intercompany balances and transactions
have been eliminated in consolidation.
 
 These
financial statements were approved by management and available for issuance on
April 15, 2010.  Subsequent events have been evaluated through
this date.
 
 F-6
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Cash
and Cash Equivalents
 
 The
Company considers short-term interest bearing investments with initial
maturities of three months or less to be cash equivalents. Cash and cash
equivalents consist of cash in banks, free credit on investment accounts and
money market accounts.
 
 Securities
Owned
 
 All
securities owned are valued at market and unrealized gains and losses are
reflected in revenues.
 
 Property
and Equipment
 
 Property
and equipment is stated at cost less accumulated
depreciation.  Depreciation is computed using the straight-line method
over the estimated useful lives of the assets. Repairs and maintenance are
expensed as incurred while betterments and improvements are
capitalized.
 
 The
Company provides for depreciation and amortization over the following estimated
useful lives:
 
 
 
 Building and
      improvements
                      40
yearsOffice
      equipment
                      5 yearsFurniture and
      fixtures
                      10
  years
 
 Long-Lived Assets
 
 In
accordance with Financial Accounting Standard Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment”, the
Company records impairment losses on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying
amounts.  During December 2009, the Company took a impairment charge
on their building in the amount of $800,000. There were no impairment charges
during the year ended December 31, 2008.
 
 Revenue
and Expense Recognition from Securities Transactions
 
 The
Company records all securities transactions, including commission revenue and
related expenses, on a trade-date basis.
 
 Investment
Banking Fees
 
 Investment
banking fees include fees, net of syndication expenses, arising from securities
offerings in which the Company acts as an underwriter or
agent.  Investment banking revenues also include fees earned in
providing financial advisory services.  These revenues are recorded in
accordance with the terms of the investment banking
agreements.
 
 Managed
Account Fees
 
 Managed
account fees are primarily earned based on a percentage of assets under
management.  Fees are computed and due at specified intervals, generally
quarterly and recorded when earned.
 
 F-7
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Income
Taxes
 
 The
Company files a consolidated income tax return with its
subsidiaries.  The Company accounts for income taxes in accordance
with FASB ASC Topic 740 “Income Taxes”,which
requires accounting for deferred income taxes under the asset and liability
method.  Deferred income tax asset and liabilities are computed for
difference between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on the enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation
allowances are established, when necessary, to reduce the deferred income tax
assets to the amount expected to be realized.
 
 In
accordance with GAAP, the Company is required to determine whether a tax
position of the Company is more likely than not to be sustained upon examination
by the applicable taxing authority, including resolution of any related appeals
or litigation processes, based on the technical merits of the position. The
Company files an income tax return in the U.S. federal jurisdiction, and may
file income tax returns in various U.S. state and local jurisdictions. 
Generally the Company is no longer subject to income tax examinations by major
taxing authorities for years before 2006. The tax benefit to be recognized is
measured as the largest amount of benefit that is greater than fifty percent
likely of being realized upon ultimate settlement.  De-recognition of
a tax benefit previously recognized could result in the Company recording a tax
liability that would reduce net assets. This policy also provides guidance on
thresholds, measurement, de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition that is intended to
provide better financial statement comparability among different
entities.  It must be applied to all existing tax positions upon
initial adoption and the cumulative effect, if any, is to be reported as an
adjustment to stockholder’s equity as of January 1, 2009.  Based on
its analysis, the Company has determined that the adoption of this policy did
not have a material impact on the Company’s financial statements upon adoption.
However, management’s conclusions regarding this policy may be subject to review
and adjustment at a later date based on factors including, but not limited to,
on-going analyses of and changes to tax laws, regulations and interpretations
thereof.
 
 Interest
and Penalty Recognition on Unrecognized Tax Benefits
 
 The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.
 
 Foreign
Currency Adjustments
 
 The
financial position and results of operations of the Company’s foreign subsidiary
is measured using the foreign subsidiary’s local currency as the functional
currency in accordance with FASB ASC Topic 830, “Foreign Currency Matters.”
Revenues and expenses of such subsidiary have been translated into U.S. dollars
at average exchange rates prevailing during the period. Assets and liabilities
have been translated at the rates of exchange as of the balance sheet date. The
resulting translation gain and loss adjustments are recorded directly as a
separate component of stockholders’ equity.  Foreign currency
translation adjustments resulted in gains of $3,549 and losses of $631 in 2009
and 2008, respectively.
 
 Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.
 
 F-8
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Comprehensive
Income
 
 The
Company complies with FASB ASC Topic 220, “Comprehensive Income,” which
establishes rules for the reporting and display of comprehensive income (loss)
and its components.  FASB ASC Topic 220 requires the Company’s change
in foreign currency translation adjustments to be included in other
comprehensive loss, and is reflected as a separate component of stockholders’
equity.
 
 Fair
Value of Financial Instruments
 
 The
fair values of the Company’s assets and liabilities that qualify as financial
instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their
carrying amounts presented in the accompanying consolidated statements of
financial condition at December 31, 2009 and 2008.
 
 Loss
Per Common Share
 
 The
Company complies with the accounting and disclosure requirements of FASB ASC
260, “Earnings Per Share.” Basic loss per common share is computed by dividing
net loss available to common stockholders by the weighted average number of
common shares outstanding during the period.  Diluted loss per common
share incorporates the dilutive effect of common stock equivalents on an average
basis during the period.  The calculation of diluted net loss per
share excludes 26,000 warrants, 3,000,000 shares of common stock issuable to an
officer upon expiration of a stock waiver period as of July 4, 2010, and
2,080,000 shares of common stock issuable upon the conversion of the Series C 8%
convertible preferred stock as of December 31, 2009 and 2008, since their effect
is anti-dilutive.
 
 Investment
 
 The
Company classifies its common stock investment in AR Growth Finance Corp. (“AR
Growth”) and Nexo Emprendimientos S.A. (“Nexo”) as available-for-sale in
accordance with FASB ASC Topic 320, “Investments-Debt and Equity securities.”
Available-for-sale investments are carried on the consolidated statements of
financial condition at their fair value with the current period adjustments to
the carrying value recorded in accumulated other comprehensive income (loss). As
of December 31, 2009, there has been no adjustment to the carrying value of the
Company’s common stock investment in AR Growth and Nexo. (See Note
20)
 
 F-9
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Stock-Based
Compensation
 
 The
Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,”
which establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services.  It
also addresses transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity’s equity
instruments or that may be settled by the issuance of those equity instruments.
FASB ASC Topic 718 focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment
transactions.  FASB ASC Topic 718 requires an entity to measure the
cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited
exceptions).  That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award the
requisite service period (usually the vesting period).  No
compensation costs are recognized for equity instruments for which employees do
not render the requisite service.  The grant-date fair value of
employee share options and similar instruments will be estimated using
option-pricing models adjusted for the unique characteristics of those
instruments (unless observable market prices for the same or similar instruments
are available).  If an equity award is modified after the grant date,
incremental compensation cost will be recognized in an amount equal to the
excess of the fair value of the modified award over the fair value of the
original award immediately before the modification.  Based on stock
options and stock awards that vested during 2009 and 2008 the Company recorded
approximately $449,000 and $597,000, respectively, as additional compensation
expense under FASB ASC 718.
 
 Use
of Estimates
 
 The
preparation of consolidated financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect certain
reported amounts of assets and liabilities at the date of the financial
statements, as well as their related disclosures.  Such estimates and
assumptions also affect the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.
 
 Valuation
of Investments in Securities at Fair Value—Definition and
Hierarchy
 
 FASB
ASC Topic 820 “Fair Value Measurements and Disclosures” provides a framework for
measuring fair value under generally accepted accounting principles in the
United States and requires expanded disclosures regarding fair value
measurements.  ASC 820 defines fair value as the exchange price that
would be received for an asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants at the measurement
date.
 
 In
determining fair value, the Company uses various valuation
approaches.  In accordance with GAAP, a fair value hierarchy for
inputs is used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available.  Observable inputs are those
that market participants would use in pricing the asset or liability based on
market data obtained from sources independent of the
Company.  Unobservable inputs reflect the Company’s assumptions about
the inputs market participants would use in pricing the asset or liability
developed based on the best information available in the
circumstances.  FASB ASC Topic 820 establishes a three-tiered fair
value hierarchy that prioritizes inputs to valuation techniques used in fair
value calculations, as follows:
 
 F-10
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Valuation
of Investments in Securities at Fair Value – Definition and Hierarchy
(continued)
 
 Level 1 -
                      Valuations based on
      unadjusted quoted prices in active markets for identical assets or
      liabilities that the Company has the ability to
      access.  Valuation adjustments and block discounts are not
      applied to Level 1 securities.  Since valuations are based on
      quoted prices that are readily and regularly available in an active
      market, valuation of these securities does not entail a significant degree
      of judgment.Level 2 -
                      Valuations based on
      quoted prices in markets that are not active or for which all significant
      inputs are observable, either directly or indirectly.Level 3 -
                      Valuations based on
      inputs that are unobservable and significant to the overall fair value
      measurement.
 
 The
availability of valuation techniques and observable inputs can vary from
security to security and is affected by a wide variety of factors including, the
type of security, whether the security is new and not yet established in the
marketplace, and other characteristics particular to the
transaction.  To the extent that valuation is based on models or
inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment.  Those estimated values do not
necessarily represent the amounts that may be ultimately realized due to the
occurrence of future circumstances that cannot be reasonably
determined.
 
 Because
of the inherent uncertainty of valuation, those estimated values may be
materially higher or lower than the values that would have been used had a ready
market for the securities existed. Accordingly, the degree of judgment exercised
by the Company in determining fair value is greatest for securities categorized
in Level 3. In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement in its entirety falls is determined based on the lowest level
input that is significant to the fair value measurement.
 
 Fair
value is a market-based measure considered from the perspective of a market
participant rather than an entity-specific measure.  Therefore, even
when market assumptions are not readily available, the Company’s own assumptions
are set to reflect those that market participants would use in pricing the asset
or liability at the measurement date.  The Company uses prices and
inputs that are current as of the measurement date, including periods of market
dislocation.  In periods of market dislocation, the observability of
prices and inputs may be reduced for many securities.  This condition
could cause a security to be reclassified to a lower level within the fair value
hierarchy.
 
 Valuation
Techniques
 
 The
Company values investments in securities that are freely tradable and are listed
on a national securities exchange or reported on the NASDAQ national market at
their last sales price as of the last business day of the year.  At
December 31, 2009 and 2008 all of the Company’s investments classified as
securities owned on the consolidated statements of financial condition are
classified as Level 1 investments on the fair value hierarchy table in Note
5.
 
 F-11
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Government
Bonds
 
 The
fair value of sovereign government bonds is generally based on quoted prices in
active markets. When quoted prices are not available, fair value is determined
based on a valuation model that uses inputs that include interest-rate yield
curves, cross-currency-basis index spreads, and country credit spreads similar
to the bond in terms of issuer, maturity and seniority. At December 31, 2009 and
2008 all government bonds are categorized as level 1.
 
 Certificate
of Deposits
 
 The
fair values of the bank certificate of deposits are based on the face value of
the certificate of deposits.
 
 Derivative
Contracts
 
 The
Company records its derivative activities at fair value. Gains and losses from
derivative contracts are included in trading income in the consolidated
statement of operations.  Derivative contracts include future and option
contracts related to foreign currencies, government bonds and other
securities.
 
 The
fair value of the derivate contacts traded by the Company is generally based on
quoted prices in active markets on national exchanges. The derivative contracts,
such as options and futures, which are listed on a national securities exchange
or reported on the NASDAQ national market, are generally categorized in Level 1
of the fair value hierarchy.
 
 Offsetting
of Amounts Related to Certain Contracts
 
 The
Company has elected to offset fair value amounts recognized for cash collateral
receivables and payables against fair value amounts recognized for net
derivative positions executed with the same counterparty under the same master
netting arrangement. At December 31, 2009 and 2008, the Company offset cash
collateral receivables of $132,481 and $131,059, respectively against its net
derivative positions.
 
 Recently
Adopted Accounting Pronouncements
 
 In
June 2009, the FASB issued the FASB Accounting Standards Codification (the
“Codification”)and
a new Hierarchy of Generally Accepted Accounting Principles which establishes
only two levels of GAAP: authoritative and nonauthoritative. The Codification is
now the source of authoritative U.S. GAAP recognized by the FASB to be applied
by nongovernmental entities in the preparation of financial statements in
conformity with GAAP, except for rules and interpretive releases of the SEC,
which are additional sources of authoritative GAAP for SEC registrants. All
other nongrandfathered, non-SEC accounting literature not included in the
Codification will become nonauthoritative. The Codification is effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009. The Company adopted the new guidelines and numbering
system prescribed by the Codification when referring to GAAP in the third
quarter of 2009. The application of the Codification did not have an impact on
the Company’s consolidated financial statements; however, all references to
authoritative accounting literature will now be references in accordance with
the Codification.
 
 F-12
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Recently
Adopted Accounting Pronouncements (continued)
 
 On
January 1, 2009, the Company adopted FASB ASC Topic 805 (ASC 805),
“Business Combinations,” which generally requires an acquirer to recognize the
identifiable assets acquired, liabilities assumed, contingent purchase
consideration and any noncontrolling interest in the acquiree at fair value on
the date of acquisition. It also requires an acquirer to recognize as expense
most transaction and restructuring costs as incurred, rather than include such
items in the cost of the acquired entity. For the Company, ASC 805 applies
prospectively to business combinations for which the acquisition date is on or
after October 1, 2009. The adoption of ASC 805 did not have a material
impact on the Company’s consolidated financial statements.
 
 On
October 1, 2009, the Company adopted FASB ASC Topic 820-10 (ASC 820-10),
“Fair Value Measurements and Disclosures,” for
nonfinancial assets and liabilities that are not recognized or disclosed at fair
value in the financial statements on a recurring basis. The adoption of ASC
820-10 did not have a material impact on the Company’s consolidated financial
statements.
 
 In
August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05),
“Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at
Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and
Disclosures,” to provide guidance on the measurement of liabilities at fair
value.  The guidance provides clarification that in circumstances in
which a quoted market price in an active market for an identical liability is
not available, an entity is required to measure fair value using a valuation
technique that uses the quoted price of an identical liability when traded as an
asset or, if unavailable, quoted prices for similar liabilities or similar
assets when traded as assets.  If none of this information is
available, an entity should use a valuation technique in accordance with
existing fair valuation principles.  The Company adopted the guidance
in 2009, and there was no material impact on the Company’s consolidated
financial statements or related footnotes.
 
 In
May 2009, the FASB issued authoritative guidance for subsequent events, now
codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued.  The guidance sets forth the circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements.  The guidance also
requires the disclosure of the date through which an entity has evaluated
subsequent events and whether this date represents the date the financial
statements were issued or were available to be issued.  The Company
adopted this guidance in 2009 with no significant impact on the Company’s
consolidated financial statements or related footnotes.
 
 In
April 2009, the FASBprovided
additional guidance for estimating fair value in accordance with FASB ASC Topic
820, “Fair Value Measurements and Disclosures,” when
the volume and level of activity for the asset or liability have significantly
decreased.  This additional guidance re-emphasizes that regardless of
market conditions the fair value measurement is an exit price concept and
clarifies and includes additional factors to consider in determining whether
there has been a significant decrease in market activity for an asset or
liability. This guidance also provides additional clarification on estimating
fair value when the market activity for an asset or liability has declined
significantly.  The scope of this guidance does not include assets and
liabilities measured under quoted prices in active markets.  This
guidance is applied prospectively to all fair value measurements where
appropriate and will be effective for interim and annual periods ending after
June 15, 2009.  The adoption of the provisions of this guidance did
not have any material impact on the Company’s consolidated financial
statements.
 
 F-13
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 3.
                      Summary
      of significant accounting policies
(continued)
 
 Recently
Adopted Accounting Pronouncements (continued)
 
 In
April 2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC
Topic 825-10-65, “Interim Disclosures about Fair Value of Financial
Instruments,” which amends U.S. GAAP to require entities to disclose the fair
value of financial instruments in all interim financial
statements.  The additional requirements of this guidance also require
disclosure of the method(s) and significant assumptions used to estimate the
fair value of those financial instruments.  Previously, these
disclosures were required only in annual financial statements.  The
additional requirements of this guidance are effective for interim reporting
periods ending after June 15, 2009.  The adoption of the additional
requirements did not have any financial impact on the Company’s consolidated
financial statements.
 
 
 In
April, 2009, the FASB issued ASC Topic 320-10 (ASC 320-10), “Recognition and
Presentation of Other-Than-Temporary Impairments,” which provides additional
guidance designed to create greater clarity and consistency in accounting for
and presenting impairment losses on securities. ASC Topic 320-10 provides
greater clarity to investors about the credit and noncredit components of
impaired debt securities that are not expected to be sold. The measure of
impairment in comprehensive income remains fair value. This statement also
requires more timely disclosures and an increase in disclosures regarding
expected cash flows, credit losses, and an aging of securities with unrealized
losses. We adopted these statements April 1, 2009 without material effect
on our consolidated financial statements.
 
 Recently
Issued Accounting Standards
 
 In
January 2010, the FASB issued Accounting Standards Update 2010-06,“Fair
Value Measurements and Disclosures (Topic 820) - Improving Disclosures about
Fair Value Measurements” (ASU 2010-06), to require new disclosures related to
transfers into and out of Levels 1 and 2 of the fair value hierarchy and
additional disclosure requirements related to Level 3
measurements.  The guidance also clarifies existing fair value
measurement disclosures about the level of disaggregation and about inputs and
valuation techniques used to measure fair value.  The additional
disclosure requirements are effective for the first reporting period beginning
after December 15, 2009, except for the additional disclosure requirements
related to Level 3 measurements, which are effective for fiscal years beginning
after December 15, 2010.  The adoption of the additional requirements
is not expected to have any financial impact on the Company’s consolidated
financial statements.
 
 In
December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17,
“Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities,” which codifies FASB
Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17
represents a revision to former FASB Interpretation No. 46 (Revised December
2003), “Consolidation of Variable Interest Entities,” and changes how a
reporting entity determines when an entity that is insufficiently capitalized or
is not controlled through voting (or similar rights) should be consolidated. The
determination of whether a reporting entity is required to consolidate another
entity is based on, among other things, the other entity’s purpose and design
and the reporting entity’s ability to direct the activities of the other entity
that most significantly impact the other entity’s economic
performance.  ASU 2009-17 also requires a reporting entity to provide
additional disclosures about its involvement with variable interest entities and
any significant changes in risk exposure due to that involvement. A reporting
entity will be required to disclose how its involvement with a variable interest
entity affects the reporting entity’s financial statements.  ASU
2009-17 is effective at the start of a reporting entity’s first fiscal year
beginning after November 15, 2009, or the Company’s fiscal year beginning
January 1, 2010. Early application is not permitted. We have not yet determined
the impact, if any, which of the provisions of ASU 2009-15 may have on the
Company’s consolidated financial statements.
 
 
 F-14
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 4.
                      Securities
      owned, at fair value
 
 The
balance of securities owned at fair value consisted of the following at December
31:
 
 December
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008Certificates
      of deposits
                        
                        $
                        200,000
                        
                        
                        $
                        1,200,000U.K.
      Government obligations
                        
                        
                        -
                        
                        
                        
                        437,877Offshore
      securities investments
                        
                        
                        
                        
                        
                        
                        513,702Money
      market
                        
                        
                        200,000
                        
                        
                        
                        200,000U.S.
      Government obiligations
                        
                        
                        562,878
                        
                        
                        
                        -Options
      and futures
                        
                        
                        150,543
                        
                        
                        
                        129,034Corporate
      bonds
                        
                        
                        149,381Equity
      securities
                        
                        
                        25,852
                        
                        
                        
                        32,173$
                        1,288,654
                        
                        
                        $
                        2,512,786
 
 At
December 31, 2009 and 2008, a $200,000 certificate of deposit and a $200,000
money market served as collateral for a note payable to a bank (see Note
8).
 
 5.
                      Fair
      value measurements
 
 The
Company's assets and liabilities recorded at fair value have been categorized
based upon a fair value hierarchy in accordance with GAAP guidance for fair
value measurement.  See Note 3 for a discussion of the Company's
policies regarding this hierarchy.  The Company’s financial assets and
liabilities measured at fair value on a recurring basis include those securities
classified as securities owned on the consolidated statements of financial
condition (see Note 4).
 
 F-15
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 5.
                      Fair
      value measurements (continued)
 
 The
following table presents information about the Company’s assets and liabilities
measured at fair value as of December 31, 2009 and 2008:
 
 Quoted
      Pricesin
      Active
                        
                        
                        SignificantMarkets
                        
                        
                        Other
                        
                        
                        Significant
                        
                        
                        
                        
                        
                        Balancefor
      Identical
                        
                        
                        Observable
                        
                        
                        Unobservable
                        
                        
                        Collaterial
                        
                        
                        as
      ofAssets
                        
                        
                        Inputs
                        
                        
                        Inputs
                        
                        
                        Held
                        
                        
                        December
      31,(Level
      1)
                        
                        
                        (Level
      2)
                        
                        
                        (Level
      3)
                        
                        
                        at
      Broker
                        
                        
                        2009AssetsSecurities
      owned, at fair value:Certificates
      of deposits
                        
                        $
                        200,000
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        200,000U.S.
      Government obligations
                        
                        
                        562,878
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        562,878Money
      market
                        
                        
                        200,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        200,000Corporate
      bonds
                        
                        
                        149,381
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        149,381Options
      and futures
                        
                        
                        18,062
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        132,481
                        
                        
                        
                        150,543Equity
      securities
                        
                        
                        25,852
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        25,852$
                        1,156,173
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        132,481
                        
                        
                        $
                        1,288,654Investment
      in AR Growthcommon
      stock
                        
                        $
                        -
                        
                        
                        $
                        52,170
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        52,170Investment
      in NexoEmprendimentos,
      S.A.common stock
                        
                        $
                        -
                        
                        
                        
                        
                        
                        
                        $
                        1,250,000
                        
                        
                        $
                        -
                        
                        
                        $
                        1,250,000
 
 Quoted
      Pricesin
      Active
                        
                        
                        SignificantMarkets
                        
                        
                        Other
                        
                        
                        Significant
                        
                        
                        
                        
                        
                        Balancefor
      Identical
                        
                        
                        Observable
                        
                        
                        Unobservable
                        
                        
                        Collaterial
                        
                        
                        as
      ofAssets
                        
                        
                        Inputs
                        
                        
                        Inputs
                        
                        
                        Held
                        
                        
                        December
      31,(Level
      1)
                        
                        
                        (Level
      2)
                        
                        
                        (Level
      3)
                        
                        
                        at
      Broker
                        
                        
                        2008AssetsSecurities
      owned, at fair value:Certificates
      of deposits
                        
                        $
                        1,200,000
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,200,000Offshore
      securities investments
                        
                        
                        513,702
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        513,702U.K.
      Government obligations
                        
                        
                        437,877
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        437,877Money
      market
                        
                        
                        200,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        200,000Options
      and futures
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        129,034
                        
                        
                        
                        129,034Equity
      securities
                        
                        
                        32,173
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        32,173$
                        2,383,752
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        129,034
                        
                        
                        $
                        2,512,786Investment
      in AR Growthcommon
      stock
                        
                        $
                        -
                        
                        
                        $
                        100,000
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        100,000
 
 During the year ended December 31, 2009, the
Company recognized an impairment loss on its building based on the excess of the
carrying amount over the fair value of the building. The Company estimated the
fair value of the building to be approximately $1,076,000 based on an analysis
of real estate transactions of comparable properties in the Coral Gables,
Florida area, resulting in an impairment loss of $800,000. The fair value
measurement of the building is categorized as Level 3 in the fair value
hierarchy.
      F-16
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 6.
                      Derivative
      contracts
 
 In
the normal course of business, the Company utilizes derivative contracts in
connection with its proprietary trading activities.  Investments in
derivative contracts are subject to additional risks that can result in a loss
of all or part of an investment.  The Company’s derivative activities
and exposure to derivative contracts are classified by the following primary
underlying risks: interest rate, credit, foreign currency exchange rate,
commodity price, and equity price risks.  In addition to its primary
underlying risks, the Company is also subject to additional counterparty risk
due to the potential inability of  its counterparties to meet the
terms of their contracts.
 
 Options
 
 The
Company is subject to equity price risk in the normal course of pursuing its
investment objectives.  Option contracts give the Company the right,
but not the obligation, to buy or sell within a limited time, a financial
instrument, commodity or currency at a contracted price that may also be settled
in cash, based on differentials between specified indices or
prices.
 
 The
Company is exposed to counterparty risk from the potential that a seller of an
option contract does not sell or purchase the underlying asset as agreed under
the terms of the option contract.  The maximum risk of loss from
counterparty risk to the Company is the fair value of the contracts and the
premiums paid to purchase its open option contracts.  The Company
considers the credit risk of the intermediary counterparty to its option
transactions in evaluating potential credit risk.
 
 Futures
Contracts
 
 The
Company is subject to equity price risk in the normal course of pursuing its
investment objectives. The Company may use futures contracts to gain exposure
to, or hedge against, changes in the value of equities. A futures contract
represents a commitment for the future purchase or sale of an asset at a
specified price on a specified date.
 
 Volume
of Derivative Activities
 
 At
December 31, 2009, the volume of the Company’s derivative activities based on
the number of contracts held, categorized by primary underlying risk, are as
follows:
 
 Number
                        
                        
                        Number
                        
                        
                        Numberof
      long call
                        
                        
                        of
      long put
                        
                        
                        of
      short callPrimary
      underlying risk
                        
                        contracts
                        
                        
                        contracts
                        
                        
                        contractsEquity
      priceOptions
      and futures
                        
                        
                        12
                        
                        
                        
                        16
                        
                        
                        
                        16
 
 F-17
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 6.
                      Derivative
      contracts (continued)
 
 Impact
of Derivatives on the Consolidated Statement of Financial Condition and
Consolidated Statement of Operations
 
 The
following table identifies the fair value amounts of derivative instruments
included in the consolidated statement of financial condition as securities
owned, categorized by primary underlying risk, at December 31, 2009. The
following table also identifies the net gain and loss amounts included in the
consolidated statement of operations as trading income, categorized by primary
underlying risk, for the year ended December 31, 2009.
 
 Derivative
                          assets
                        
                        
                        Amount
      ofgain
      (loss)Equity
      priceOptions
      and futures
                        
                        $
                        18,062
                        
                        
                        $
                        17,461Total
                        
                        $
                        18,062
                        
                        
                        $
                        17,461
 
 7.
                      Property
      and equipment
 
 Property
and equipment consisted of the following at December 31:
 
 December
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008Building
      and improvements
                        
                        $
                        1,075,942
                        
                        
                        $
                        1,875,942Land
                        
                        
                        725,000
                        
                        
                        
                        725,000Office
      equipment
                        
                        
                        135,010
                        
                        
                        
                        133,742Capitalized
      leases
                        
                        
                        17,543
                        
                        
                        
                        17,5431,953,495
                        
                        
                        
                        2,752,227Less:  accumulated
      depreciation
                        
                        
                        (271,024
                        )
                        
                        
                        (195,694
                        )$
                        1,682,471
                        
                        
                        $
                        2,556,533
 
 Depreciation
expense was $75,522 and $74,862 for the years ended December 31, 2009 and 2008,
respectively.
 
 During
2009, the Company took an impairment on the building and improvements in the
amount of $800,000.
 
 F-18
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 8.
                      Notes
      payable
 
 Notes
payable consisted of the following at December 31:
 
 December
      31,
                          
                          
                          December
      31,2009
                          
                          
                          2008Note
      payable to bank, secured by money marketand
      certificate of deposit accounts totaling$400,000,
      monthly payments of $3,379, includinginterest
      at 5.93% per annum, due July 20, 2020.
                          
                          $
                          316,900
                          
                          
                          $
                          337,712Mortgage
      payable to a bank, secured by thebuilding,
      monthly payments of $9,207, includinginterest
      at 7.28% per annum, due July 20, 2020.
                          
                          
                          809,661
                          
                          
                          
                          858,412$
                          1,126,561
                          
                          
                          $
                          1,196,124
 
 Maturities
      of notes payable are approximately asfollows
      at December 31:2010
                          
                          $
                          74,0002011
                          
                          
                          79,0002012
                          
                          
                          86,0002013
                          
                          
                          92,0002014
                          
                          
                          98,000Thereafer
                          
                          
                          697,000$
                          1,126,000
 
 In
February 2010, the Company paid off the remaining balance of the note payable
with the bank. As a result of the payoff, the remaining balance of the
restricted certificate of deposit and money market after the payoff,
approximately $80,000, became unrestricted investments for the
Company.
 
 9.
                      Income
      taxes
 
 At
December 31, 2009, the Company had approximately $7.2 million of net operating
losses (“NOL”) carry-forwards for federal and state income
purposes.  These losses are available for future years and expire
through 2029.  Utilization of these losses may be severely or
completely limited if the Company undergoes an ownership change pursuant to
Internal Revenue Code Section 382.
 
 F-19
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 9.
                      Income
      taxes (continued)
 
 The
deferred tax asset is summarized as follows:
 December
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008Deferred
      tax asset:Net
      operating loss carryforwards
                        
                        $
                        2,717,000
                        
                        
                        $
                        1,882,000Other
      temporary differences
                        
                        
                        955,000
                        
                        
                        
                        663,000Deferred
      tax assets
                        
                        
                        3,672,000
                        
                        
                        
                        2,545,000Less:  Valuation
      allowance
                        
                        
                        (3,672,000
                        )
                        
                        
                        (2,545,000
                        )Net
      deferred tax asset
                        
                        $
                        -
                        
                        
                        $
                        -
 
 A
reconciliation of income tax expense computed at the U.S. federal, state, and
local statutory rates and the Company’s effective tax rate is as
follows:
 
 December 31,
                        
                        
                        December 31,2009
                        
                        
                        2008Statutory
      federal income tax expense
                        
                        
                        (34
                        )
      %
                        
                        
                        (34
                        )
      %State
      and local income tax
                        
                        
                        (4
                        )
                        
                        
                        (4
                        )(net
      of federal benefits)Other
      temporary differences
                        
                        
                        8
                        
                        
                        
                        8Valuation
      allowance
                        
                        
                        30
                        
                        
                        
                        30-
                        %
                        
                        
                        -
                        %
 
 The
Company has taken a 100% valuation allowance against the other timing
differences and the deferred asset attributable to the NOL carry-forwards of
$3.7 million and $2.5 million at December 31, 2009 and 2008, respectively, due
to the uncertainty of realizing the future tax benefits.  The increase
in valuation allowance of $1,200,000 is attributable to the Company’s net
operating loss during the year ended December 31, 2009.
 
 The
Company files a consolidated income tax return with its
subsidiaries.  Income taxes are charged by the Company based on the
amount of income taxes the subsidiaries would have paid had they filed their own
income tax returns.  In accordance with FASB ASC Topic 740,
“Accounting for Income Taxes,” allocation of the consolidated income tax expense
is necessary when separate financial statements are prepared for the
affiliates.  As a result, the Company uses a method that allocates
current and deferred taxes to members of the consolidated group by applying the
liability method to each member as if it were a separate
taxpayer.
 
 F-20
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 10.
                      Common
      stock
 
 The
Company is authorized to issue 100 million shares of common stock, no par value
and 10 million shares of preferred stock of which 2.5 million shares have been
designated as Series C 8% convertible preferred stock, no par
value.
 
 During
December 2009, the Company issued an officer of the Company 500,000 shares at
$0.50 per share of its no par value common stock in connection with an
employment agreement dated January 4, 2007, amended July 31,
2007.
 
 11.
                      Preferred
      stock
 
 During
the second quarter of 2008, the Company sold an additional 90,000 shares of
Series C preferred stock for $900,000.
 
 12.
                      Stock
      options and warrants
 
 The
Company accounts for its stock option awards under FASB ASC Topic 718
“Compensation—Stock compensation.” The fair value of each option is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions used for each grant for the years ended
December 31, 2009 and 2008: risk free interest rate between 2.25% and 4.65%, no
dividend yield, expected lives of ten years and volatility between 129.73% and
178.12%. Options vest ratably between one and five years and are excerciable
over ten years. For the years ended December 31, 2009 and 2008, the Company
recognized approximately $90,000 and $69,000 respectively, of stock-based
compensation expense related to the issuance of options.
 
 Options
      Outstanding
                        
                        
                        
                        
                        
                        Options
      ExercisableNumber
                        
                        
                        Weighted
                        
                        
                        
                        
                        
                        NumberOutstanding
                        
                        
                        Average
                        
                        
                        Weighted
                        
                        
                        Exercisable
                        
                        
                        Weightedat
                        
                        
                        Remaining
                        
                        
                        Average
                        
                        
                        at
                        
                        
                        AverageExercise
                        
                        
                        December
      31,
                        
                        
                        Contractual
                        
                        
                        Exercise
                        
                        
                        December
      31,
                        
                        
                        ExercisePrice
                        
                        
                        2009
                        
                        
                        Life
                        
                        
                        Price
                        
                        
                        2009
                        
                        
                        Price$
                        0.50
                        
                        
                        
                        200,000
                        
                        
                        
                        7.0
                        
                        
                        $
                        0.50
                        
                        
                        
                        200,000
                        
                        
                        $
                        0.50$
                        0.75
                        
                        
                        
                        100,000
                        
                        
                        
                        9.0
                        
                        
                        
                        0.75
                        
                        
                        
                        20,000
                        
                        
                        
                        0.75$
                        1.00
                        
                        
                        
                        400,000
                        
                        
                        
                        7.2
                        
                        
                        
                        1.00
                        
                        
                        
                        400,000
                        
                        
                        
                        1.00$
                        1.50
                        
                        
                        
                        60,000
                        
                        
                        
                        8.8
                        
                        
                        
                        1.50
                        
                        
                        
                        20,500
                        
                        
                        
                        1.50760,000
                        
                        
                        
                        
                        
                        
                        $
                        0.88
                        
                        
                        
                        640,500
                        
                        
                        $
                        0.85
 
 F-21
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 12.
                      Stock
      options and warrants (continued)
 
 The
following is a summary of all option activity through December 31,
2009:
 
 Number
      of
                        
                        
                        Weighted
                        
                        
                        Remaining
                        
                        
                        AggregateShares
                        
                        
                        Average
                        
                        
                        Term
                        
                        
                        InstrinsicOutstanding
                        
                        
                        Price
                        
                        
                        (in
      years)
                        
                        
                        ValueOptions
      outstanding at January 1, 2008
                        
                        
                        600,000
                        
                        
                        $
                        0.83
                        
                        
                        
                        9.0
                        
                        
                        $
                        850,000Granted
      in 2008
                        
                        
                        230,000
                        
                        
                        
                        0.96Options
      outstanding at December 31, 2008
                        
                        
                        830,000
                        
                        
                        
                        0.87
                        
                        
                        
                        8.9
                        
                        
                        
                        -Granted
      in 2009
                        
                        
                        30,000
                        
                        
                        
                        1.50Cancelled
      in 2009
                        
                        
                        (100,000
                        )
                        
                        
                        1.00Options
      outstanding at December 31, 2009
                        
                        
                        760,000
                        
                        
                        $
                        0.88
                        
                        
                        
                        8.0
                        
                        
                        $
                        -Excercisable
      at December 31, 2008
                        
                        
                        496,667
                        
                        
                        $
                        0.80
                        
                        
                        
                        8.9
                        
                        
                        $
                        -Exercisable
      at December 31, 2009
                        
                        
                        640,500
                        
                        
                        $
                        0.85
                        
                        
                        
                        8.0
                        
                        
                        $
                        -
 
 The
total compensation cost not yet recognized of approximately $55,800 (for
non-vested awards) has a weighted average period of 3.2 years over which the
compensation expense is expected to be recognized.
 
 On
January 4, 2007, the Company granted its chief executive officer 4,500,000
shares, in accordance with the executive’s employment agreement, which the
executive has the option to reduce to 3,000,000 shares pursuant to a stock
waiver agreement entered into on November 18, 2009 (see Note 17). The issuances
of the shares were subject to a forfeiture period which ended in July 2009, at
which point the shares vest over a three year period. Since January 2007, the
Company has been recognizing stock compensation expense over the service period
of the employment contract of 5 1⁄2  years.  For the four
month period ended November 4, 2009, 500,000 shares of the 4,500,000 shares
grant vested; these shares were issued in December 2009. For the years ended
December 31, 2009 and 2008, the Company recognized $358,871 and $375,000,
respectively, of stock-based compensation expense related to the issuance of the
shares.
 
 The
total compensation cost not yet recognized of $453,629 (for non-vested shares)
has a weighted average period of approximately three years over which the
compensation expense is expected to be recognized.
 
 During
2009, the Board of Directors granted 30,000 options to a financial executive
with a strike price of $1.50, vesting equally for five years, with an expiration
date of ten years.  During 2008, the board of directors granted 30,000
and 100,000 options to two newly hired financial executives with a strike price
of $1.50 and $1.00, respectively, vesting equally for three years and five
years, with an expiration date of ten years.  The 100,000 option grant
was cancelled in 2009. Additionally, the Board granted 100,000 options to a
member of the Board as compensation for services rendered during
2008.
 
 F-22
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 12.
                      Stock
      options and warrants (continued)
 
 For
the years ended December 31, 2009 and 2008, warrant activity was as
follows:
 
 Exercise
                        Price
      Per
                      
                      WarrantsExpiring
                      
                      Balance
                        January
      1,
                        2008
                      
                      
                      Warrants
                        Issued
                      
                      
                      Exercised
                        2008
                      
                      
                      Expired
                        2008
                      
                      
                      Balance
                        December
      31,2008
                      
                      
                      Warrants
                        Issued
                      
                      
                      Exercised
                        2009
                      
                      
                      Expired
                        2009
                      
                      
                      Balance
                        December
      31, 2009$
                      1.00
                      
                      March 1,
    2008
                      
                      
                      62,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      62,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -$
                      2.16
                      
                      May 29, 2010
                      
                      
                      1 5,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      15,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      15,500$
                      2.16
                      
                      August 17,
      2010
                      
                      
                      1,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000$
                      2.16
                      
                      October 29,
      2010
                      
                      
                      5,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,000$
                      1.25
                      
                      April 11,
    2011
                      
                      
                      -
                      
                      
                      
                      500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      500$
                      1.25
                      
                      May 30,
      2011
                      
                      
                      -
                      
                      
                      
                      4,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,000-
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Totals
                      
                      
                      84,000
                      
                      
                      
                      4,500
                      
                      
                      
                      -
                      
                      
                      
                      62,500
                      
                      
                      
                      26,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      26,000
 
 All
warrants outstanding at December 31, 2009 and 2008 are
exercisable.
 
 13.
                      Employee
      benefit plan
 
 The
Company has established a retirement and savings plan for the benefit of
employees who have at least one hour of service and have attained the age of 21
years.  Under the provisions of the plan, participants may contribute
up to 25 percent of their compensation.  The Company has the option of
matching a percentage of employee contributions. The Company did not make any
contributions to the plan in 2009 and 2008.
 
 14.
                      Net
      capital requirement
 
 STS
is a member of FINRA and is subject to the SEC Uniform Net Capital Rule
15c3-1.  This Rule requires the maintenance of minimum net capital and
requires that the ratio of aggregate indebtedness to net capital, both as
defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn
or dividends paid if the resulting net capital ratio would exceed 10 to
1.  STS is also subject to the Commodity Futures Trading Commission’s
minimum financial requirements which require that it maintains net capital, as
defined for securities brokers and dealers, equal to or in excess of the greater
of $45,000 or the amount of net capital required by the SEC Rule
15c3-1.  At December 31, 2009, STS’s net capital was approximately
$572,000 which was approximately $472,000in
excess of its minimum requirement of $100,000.
 
 15.
                      Exemption
      from Rule 15c3-3
 
 STS
is exempt from the SEC Rule 15c3-3 pursuant to the exemptive provision under
sub-paragraph (k)(2)(ii) and, therefore, is not required to maintain a "Special
Reserve Bank Account for the Exclusive Benefit of
Customers."
 
 F-23
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 16.
                      Concentration
      of risk
 
 Off-balance
Sheet Risk
 
 Pursuant
to a clearance agreement, STS introduces all of its securities transactions to a
clearing broker on a fully-disclosed basis.  All of the customers'
money balances and long and short security positions are carried on the books of
the clearing broker.  In accordance with the clearance agreement, STS
has agreed to indemnify the clearing broker for losses, if any, which the
clearing broker may sustain from carrying securities transactions introduced by
STS.  In accordance with industry practice and regulatory
requirements, STS and the clearing broker monitor collateral on the customers'
accounts.  In addition, the receivable from clearing broker is
pursuant to the clearance agreement.
 
 In
the normal course of business, STS’s customer activities involve the execution,
settlement and financing of various customer securities
transactions.  These activities may expose STS to off-balance sheet
risk in the event the customer or other broker is unable to fulfill its
contracted obligations and STS has to purchase or sell the financial instrument
underlying the contract at a loss.
 
 Credit
Risk
 
 The
Company maintains its cash in financial institutions, which at times, may exceed
federally insured limits.  The Company has not experienced any losses
in such accounts and believes it is not subject to any significant credit risk
on cash.
 
 Concentration
of Business
 
 The
Company generated approximately $2,100,000 in investment banking fees from two
customers in 2008.  The Company’s investment banking business is not
dependent on any one customer.  Investment banking transactions are
usually non-recurring and large in nature and as a result, may make up a large
percentage of the Company’s revenues. For 2009 there was no single customer that
accounted for more than 10% of consolidated revenues.
 
 17.
                      Commitments
      and contingencies
 
 Legal
Claims
 
 In
the ordinary course of business, incidental to the Company’s operations, the
Company retains outside counsel to address claims with which the Company is
involved. As of December 31, 2009, the Company was not aware of any legal
proceedings, which management has determined to be material to its business
operations; however, the Company has been named in the following two actions
which it is vigorously defending and which actions, based on management's
assessment in coordination with outside litigation counsel, the Company believes
to be frivolous and without merit:
 
 •
Alistair T. Snowie, individually as a shareholder on behalf of American
Ammunition, Inc. Plaintiff/Counter defendant v. J.A. Fernandez, Sr.,
individually, Andres Fernandez, individually, Emilo Jara, individually, Maria A.
Fernandez, individually, and American Ammunition Inc., a Nevada corporation and
nominal Defendant, Defendants/Counter plaintiffs/Third-Party Plaintiffs v.
Streller Universal, S.A., a foreign corporation, La Terraza Trading Asset
Management, Ltd., a foreign corporation, Glenda Mallow, individually and William
Malloy, individually, Southern Trust Securities, Inc. f/k/a Capital Investment
Services, Inc., Robert J. Escobio, individually and Susan Escobio, individually,
Third-Party Defendants - In the Circuit Court in and for the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, Case No.07-44328 CA 40. The Third
Party Complaint in this action was initially filed against STS
on
 
 F-24
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 17.
                      Commitments
      and contingencies (continued)
 
 Legal
Claims (continued)
 
 April
1, 2008. It was further amended on July 14, 2008. In the complaint, various
causes of action are alleged relating to STS’s role related to an escrow account
holding shares of American Ammunition, Inc. stock. American Ammunition, Inc.
filed for bankruptcy relief in the United States Bankruptcy Court in the
Southern District of Florida on September 23, 2008. The civil case, pending in
Miami-Dade County Circuit Court, has been stayed as a result of American
Ammunition, Inc. filing bankruptcy. A settlement was agreed upon in the
bankruptcy proceeding where Southern Trust Securities, Inc. agreed and paid
American Ammunition, Inc. $32,500 in full and complete settlement of all claims
asserted against Third Party Defendants.
 
 The
United States Bankruptcy Court, Southern District of Florida, by Order dated
December 8, 2009 approved the settlement agreed to between American Ammunition,
Inc. and Southern Trust Securities, Inc. and Robert and Susan Escobio with
Proposed Order of Dismissal and Prejudice, which was submitted to Judge Freeman
in the Circuit Court case for entry of the Order of Dismissal with Prejudice. On
February 19, 2010 the court entered the Order of Dismissal with Prejudice of all
claims against third party defendants, STS, Robert Escobio and Susan Escobio.
Thus, STS and the Escobios are no longer party to that case.
 
 •
Salvatore Frieri, individually and as beneficiary of the Robert J. Escobio and
Salvador Frieri-Gallo Trust, Plaintiff v. Robert Escobio, individually and as
trustee of the Robert J. Escobio and Salvador Frieri-Gallo Trust, Southern Trust
Securities Holding Corporation and Southern Trust Securities, Inc f/k/a Capital
Investment Services, Inc., Defendants, in the Circuit Court of the Eleventh
Judicial Circuit In and For Miami-Dade County, Florida, Case No. 08-07586 CA 08.
The initial complaint in this action was filed on February 12, 2008. An amended
complaint was filed on October 14, 2008. The amended complaint attempts to plead
various causes of action related to the purchase and sale by the Salvador
Frieri-Gallo Trust of STSHC’s stock in a private placement in 2005. The
plaintiff seeks rescission of the transaction. Management does not believe there
is any merit to plaintiff’s claims and the case is in an early stage. Based on
events to date, management believes the case may likely be dismissed just as a
prior case based on the same facts brought by the plaintiff several years
ago.
 
 In
November 2008, the STS initiated legal action against two individuals and their
related company. One of the individuals named in the suit is also an individual
who has brought legal action against STS, as discussed in the preceding
paragraph. STS’s action seeks to recover compensation owed to it for work
performed in connection with extensive financial and investment advice work, and
services provided in preparation of a bid for Defendants regarding the
restructuring, financing, investing, and acquisition of an interest in Aerovias
Nacionales de Colombia S.A. Avianca (“Avianca S.A.”) and its subsidiaries
(“Avianca”) in connection with Avianca’s bankruptcy reorganization under Chapter
11 of the U.S. Bankruptcy Code. After serving one of the individuals and the
related company, STS moved for and obtained defaults against these two
Defendants on September 17, 2009.  These two Defendants moved to set
aside the defaults against them, which the Court set aside on November 2, 2009.
On December 11, 2009, these two Defendants filed a Motion to Dismiss based on
alleged failure to join an indispensable party, the ACDAC (Pilot
Association).  We do not believe that motion has any
merit.  We continue to try to serve process on the second individual
Defendant under a current extension for service until June 30, 2010. Based on
information that is now available, STS claims the Defendants owe it
approximately $8.35 million dollars plus prejudgment interest from on or about
January 2005. In the opinion of outside counsel, it is too early to predict the
ultimate recovery from Defendants.
 
 F-25
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 17.
                      Commitments
      and contingencies (continued)
 
 Legal
Claims (continued)
 
 In
April 2009, STS entered into a confidential settlement agreement, through
mediation, where STS settled an outstanding legal claim. Due to the confidential
nature of the settlement the amount of the settlement can not be disclosed, but
the settlement amount did not have a material impact on the Company’s
consolidated operations or financial condition.
 
 Capital
Lease - Future Minimum Lease Payments
 
 The
Company leases certain office equipment under an agreement that is classified as
a capital lease. At December 31, 2009 office equipment with a cost basis of
$17,543 and accumulated depreciation of $9,356 is recorded under a capital
lease.
 
 The
future minimum lease payments required under the capital lease and the present
value of the net minimum lease payments as of December 31, 2009, are as
follows:
 For
the year ending December 31,
 2010
                        
                        $
                        6,5402011
                        
                        
                        6,5402012
                        
                        
                        2,180Total
      minimum lease payments
                        
                        
                        
                        15,260Less:
      Amount representing supplies andmaintenance
      included in total amounts above
                        
                        
                        (4,060
                        )Net
      minimum lease payments
                        
                        
                        
                        11,200Less:
      Amount representing interest
                        
                        
                        
                        (1,591
                        )Present
      value of net minimum lease payments
                        
                        $
                        9,609
 
 Employment
Agreements
 
 On
January 4, 2007, the Company entered into employment agreements with several of
its key executives.  The agreements are for two to three-year duration
and renew automatically for one year unless either party
provides notice of non-renewal 30 days prior to the anniversary date of the
agreement or the agreement is earlier terminated in accordance with its
terms.  Two of the agreements are for two-year duration with total
compensation of $247,000 per year. The third agreement is for three-year
duration with total compensation of $150,000 per year.
 
 As
part of the agreements, the Company granted 4,500,000 shares of common stock
vesting over five years to one of the executives, which he has the option to
reduce to 3,000,000 shares pursuant to a stock waiver agreement entered into on
November 18, 2009, 922,389 shares vesting equally over eighteen months to
another executive, and 200,000 options to the third executive exercisable on
December 31, 2007 and for a period of ten years.
 
 F-26
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 17.
                      Commitments
      and contingencies (continued)
 
 Employment
Agreements (continued)
 
 One
of the key executive’s agreements provides for a lump-sum payment of $5 million
and the repurchase of all shares based on their fair market value, if his
employment is terminated as a result of a change of control.  Should
the executive’s employment be terminated for any other reason, the Company would
have to pay him $2 million and repurchase all of his shares based on their fair
market value.  Lastly, another agreement provides for a lump-sum
payment of $1 million to one of the executives if his employment is terminated
due to change of control.
 
 18.
                      Related
      party transactions
 
 During
2008, STS acted as placement agent for AR Growth Finance Corp. (“AR Growth”), an
entity that the Company has an equity investment in (see Note 20), for the
issuance and sale of its stock. As compensation for services rendered, STS
earned $150,000.
 
 Also,
during 2008, the Company issued 4,500 warrants to STS as compensation for acting
as the placement agent in the issuance of the Series C 8% convertible preferred
stock.
 
 19.
                      Investment
      in limited liability company
 
 In
October 2007, the Company entered into an operating agreement, with two other
third parties and became a member in a limited liability company (the “LLC”) and
made a capital contribution to the LLC of $250,000. The purpose of the LLC is to
engage in proprietary trading of all forms of exchange-traded and over the
counter financial instruments. Subsequent to the formation of the LLC and
receipt of the capital contributions, the LLC became a member in an introducing
broker-dealer, where the broker-dealer will trade the investment amount and the
LLC will be allocated earnings and losses based solely on the investment of the
LLC. The Company accounts for its investment in the LLC under the equity
method.
 
 During
the month of February 2009, the Company and the two other parties decided to
terminate the LLC, effective March 31, 2009.  Subsequently, the
Company received $240,662 as final liquidation of the LLC, in April
2009.
 
 20.
                      Investment
      in AR Growth Finance Corp. and Nexo Emprendimientos
  S.A.
 
 During
the first quarter of 2007, the Company entered into an agreement to work in
concert with two Argentine companies, Inversora Castellanos, S.A. (“ICSA”), a
company comprised of executives from SanCor, the largest dairy cooperative in
Argentina, and Administración de Carteras S.A. (“ACSA”), whereas we purchased a
controlling interest in AR Growth Finance Corp. (“AR Growth”). The common stock
of AR Growth trades on the Pink Sheets under the symbol “ARGW.PK.” The Company,
together with ICSA and ACSA, intend to implement an acquisition plan to acquire
finance related companies in Argentina through AR Growth. The Company accounts
for its preferred stock investment in AR Growth, as discussed below, under the
cost method of accounting.
 
 F-27
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 20.
                      Investment
      in AR Growth Finance Corp. and Nexo Emprendimientos S.A.
      (continued)
 
 In
November 2007, the Company invested $1 million for 100,000 shares of the Series
A 8% convertible preferred stock (“Series A ARGW”) of AR Growth. The Series A
ARGW provides for cumulative dividends at the rate of 8% per year, payable
quarterly, in cash or shares of AR Growth’s common stock at AR Growth’s
election. Each share of Series A ARGW shall be convertible into 3.9 shares of AR
Growth’s common
stock at any time after six (6) months from date of issuance of the preferred
stock and prior to notice of redemption at the option of the holder, subject to
adjustment for customary anti-dilution events (Conversion Rate). Subject to
certain restrictions, the Series A ARGW shall automatically convert into shares
of AR Growth’s common stock upon any of the following events: (i) the sale by AR
Growth of all, or substantially all, of its assets; (ii) the consummation of a
merger or a consolidation; or (iii) the sale or exchange of all, or
substantially all, of the outstanding shares of AR Growth’s common
stock.
 
 On
February 25, 2008, the Company invested an additional $1.5 million for 150,000
shares of Series A ARGW. Simultaneously on that date, AR Growth acquired
ProBenefit, S.A. (“ProBenefit”), a privately owned Argentine based holding
company comprised of pension, insurance and annuity companies as well as a
consumer credit card company, through the following transactions: A) AR Growth
acquired the originally issued shares of ProBenefit representing a 37.76%
ownership interest for an aggregate purchase price of $7.5 million dollars, of
which $2.5 million was paid in cash and $5.0 million (plus interest) shall be
paid before February 18, 2010 through the issuance of an 8% Senior Promissory
Note by AR Growth to ProBenefit and B) on the same date, AR Growth acquired a
57.34% ownership interest in ProBenefit through the issuance of 11,521,055
shares of common stock of AR Growth and a $12.0 million 8% Junior Subordinated
Convertible Debenture due December 15, 2010 to SFN Santafesina de Negocios,
S.A., an Argentine company created to consolidate existing ProBenefit
investors.
 
 Following
all of these transactions, the Company has a 4.3% ownership interest in the
common stock of AR Growth and 250,000 non-voting shares of Series A 8%
Convertible Preferred Stock of AR Growth convertible into common at 3.9:1.
Robert Escobio is the CEO and a director of STSHC and also the President and a
director of AR Growth, and Kevin Fitzgerald is the President and a director of
STSHC and also the CEO and a director of AR Growth.
 
 The
Company determined that the business of ProBenefit, AR Growth’s primary
operating entity, has been adversely affected by recent law changes in
Argentina. During October 2008, the Argentinean government proposed a law to
nationalize approximately $26 billion in private pensions, stating that the
current pension system had failed. In December 2008, the government’s proposed
law was passed and the government took control of the country’s pension assets.
While ProBenefit still has the insurance, annuity and consumer credit card
businesses, the takeover of the pension business had a detrimental effect on
ProBenefit’s operations and earnings.  Further, the Argentinean
government has indicated that it will compensate those companies affected by the
takeover of their pension business, however the amount of the compensation, if
any, and the timing and form of such compensation has yet to be determined by
the Argentinean government.
 
 As
a result of the changes in the operations of ProBenefit, the Company recorded an
other-than-temporary impairment charge of $1,250,000 against its preferred stock
investment in AR Growth of $2,500,000 in December 2008. The preferred stock is
the Company’s only investment carried under the cost method. The Company has
also reserved the dividends receivable for the full year 2009 and the fourth
quarter ended December 31, 2008.
 
 F-28
 
 SOUTHERN
TRUST SECURITIES HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 20.
                      Investment
      in AR Growth Finance Corp. and Nexo Emprendimientos S.A.
      (continued)
 
 
 Any
future recovery relative to the value in preferred stock will not be recognized
until realized as the impairment has effectively reduced the cost of the
preferred stock to $1,250,000. Additionally, future charges may be required
pending further deterioration in ProBenefit’s operations, lack of compensation
from the Argentinean government and the changes resulting from the restructure
of the original transaction, as summarized below.
 
 On
August 4, 2009, the Company restructured its investment in AR Growth. In
summary, the Company exchanged its $2.5 million Preferred Stock investment in AR
Growth for a 22% common stock interest in Nexo Emprendimientos S.A. (“Nexo”).
Nexo is a fast growing consumer credit card company based in Sunchales,
Argentina.
 
 ProBenefit
S.A., a financial services holding corporation (“ProBenefit”), the Company and
AR Growth will be the major shareholders of Nexo. As part of the terms of the
restructuring, the Company has a put option on the shares of Nexo it now owns
whereby ProBenefit will be required to buy back from the Company its Nexo shares
at the request of the Company at any time either (i) commencing one year from
the date of the agreement and for a period of two years thereafter; or (ii) upon
a change of control of Nexo by any person other than the Company. The payment
under the put option will commence in September 2012 and continue quarterly for
10 quarters and provides for interest at 8% per annum. Should the Company
exercise the put option for 100% of its Nexo shares, ProBenefit will be
obligated to pay the Company $2.5 million plus accrued
interest.
 
 The Company will be accounting for its investment in
Nexo under the cost method of accounting.
 F-29
 
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 None.
 
 ITEM
9A. CONTROLS AND PROCEDURES.
 
 As of the
end of the period covered by this annual report on Form 10-K, our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures.  Effective as of October 6, 2009,
Fernando Fussa resigned as our Chief Financial Officer and since that time
Robert Escobio has served as both our Chief Executive Officer and Chief
Financial Officer.  Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of December 31, 2009. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms.
  In
addition, there were no changes in our internal control over financial reporting
(as defined in Rule 13a-15 or Rule 15d-15 under the Securities Act of 1934, as
amended) during the period ended December 31, 2009, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.  We have assessed the effectiveness
of those internal controls as of December 31, 2009, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control
Integrated Framework as a basis for our assessment.  Because of
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or
detected.
  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.
 
 24
 
 ITEM
9B.  OTHER INFORMATION.
 
 None.
 PART
III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
 The
information required by this Item is incorporated by reference from our
definitive information statement, which involves the election of directors, and
which will be filed with the Commission not later than April 30, 2010 (the
“Information Statement”).
 
 ITEM
11. EXECUTIVE COMPENSATION
 
 The
information required by this Item is incorporated by reference from our
Information Statement.
 
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
 
 The
information required by this Item is incorporated by reference from our
Information Statement.
 
 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
 
 The
information required by this Item is incorporated by reference from our
Information Statement.
 
 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 The
information required by this Item is incorporated by reference from our
Information Statement.
  25
 
 PART
IV
 
 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
 2.0
                      
                      Agreement and Plan
      of Merger between Southern Trust Securities Holding Corp. and Atlantis
      Ideas Corp. (1)2.1
                      
                      Share Exchange
      Agreement between Southern Trust Securities Holding Corp. and Capital
      Investment Services, Inc. (1)2.2
                      
                      Form of Share
      Exchange Agreement between Southern Trust Securities Holding Corp. and
      Series B Preferred Stock Holders (5)3(i)(1)
                      
                      Amended and Restated
      Articles of Incorporation of Southern Trust Securities Holding Corp.
      (1)3(i)(2)
                      
                      Amendment to Amended
      and Restated Articles of Incorporation of Southern Trust Securities
      Holding Corp. (2).3(i)(3)
                      
                      Amendment to Amended
      and Restated Articles of Incorporation of Southern Trust Securities
      Holding Corp. (3)3(i)(4)
                      
                      Amendment
      to Amended and Restated Articles of Incorporation of Southern Trust
      Securities Holding Corp. (4)3(i)(5)
                      
                      Amendment to Amended
      and Restated Articles of Incorporation of Southern Trust Securities
      Holding Corp. (6)3(ii)
                      
                      Bylaws of Southern
      Trust Securities Holding Corp. (1)4.1
                      
                      Form of Common Stock
      Certificate of Southern Trust Securities Holding Corp. (1)4.2
                      
                      Warrant held by
      Robert Escobio (3)4.3
                      
                      Form of Warrant
      issued with Series B Preferred Stock private placement. (3)10.1
                      
                      Employment Agreement
      between Southern Trust Securities Holding Corp. and Robert Escobio.
      (1)10.2
                      
                      Employment Agreement
      between Southern Trust Securities Holding Corp. and Kevin Fitzgerald.
      (1)10.3
                      
                      Employment Agreement
      between Southern Trust Securities Holding Corp. and Susan Escobio.
      (1)
  26
  10.4
                      
                      Amendment No. 1 to
      Employment Agreement of Robert Escobio (3)10.5
                      
                      Non-Statutory Stock
      Option Agreement for Fernando Fussa (3)10.6
                      
                      Non-Statutory Stock
      Option Agreement for John Hourihan (3)1.0.7
                      
                      Agreement of Waiver
      of Stock Waiver (7)21.0
                      
                      Subsidiaries of the
      Registrant (See “Business Section” of the Annual Report on Form
      10-K)23.1
                      
                      Consent of
      Rothstein, Kass & Company, P.C.31.1
                      
                      Rule 13a-14(a)
      Certification of Chief Executive Officer and Chief Financial
    Officer32
                      
                      Section 1350
      Certification of Chief Executive Officer and Chief FinancialOfficer(1)
                      
                      Filed on April 30,
      2007 as an exhibit to our Registration Statement on Form 10-SB and
      incorporated herein by reference.(2)
                      
                      Filed
      on June 13, 2007, as an exhibit to Amendment No. 1 to our Registration
      Statement on Form 10-SB and incorporated herein by
    reference.(3)
                      
                      Filed
      on August 1, 2007 as an exhibit to the Form 10-QSB for the period ended
      June 30, 2007 and incorporated herein by reference.(4)
                      
                      Filed on November
      29, 2007, as an exhibit to a Form 8-K and incorporated herein by
      reference.(5)
                      
                      Filed
      on November 30, 2007, as exhibit 2.0 to the Schedule TO and incorporated
      herein by reference.(6)
                      
                      Filed on January 16,
      2008, as an exhibit to the Form 8-K and incorporated herein by
      reference(7)
                      
                      Filed on November
      18, 2009 as an exhibit to the Form 8-K and incorporated herein by
      reference.
 
 27
 
 
 SIGNATURES
 
 Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant had duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on April 15, 2010.
  SOUTHERN TRUST SECURITIES
      HOLDING CORP.By:
                    /s/ Robert
      EscobioRobert
      EscobioChief
      Executive Officer and
                      Chief
      Financial Officer
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below, by the following persons, on behalf of the registrant, and in the
capacities and on the dates indicated.
 
 Signature
                  
                  Title
                  
                  Date/s/
      Robert EscobioRobert
      Escobio
                  
                  Chief
      Executive Officer, Chief Financial Officer and Director
                    (Principal
      Executive Officer and Principal Accounting Officer)
                  
                  April
      15, 2010/s/
      Kevin FitzgeraldKevin
      Fitzgerald
                  
                  President
      and Director
                  
                  April
      15, 2010/s/
      Susan EscobioSusan
      Escobio
                  
                  Director
                  
                  April
      15, 2010/s/
      Ramon AmilibiaRamon
      Amilibia
                  
                  Director
                  
                  April
      15, 2010
 
  28